DATED 1st May 1998
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(1) THE PERSONS NAMED IN SCHEDULE 1
(2) ▇▇▇▇▇▇▇▇ COMMERCIAL CORPORATION
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SHARE PURCHASE AGREEMENT
relating to the whole of the issued share capital of
▇. ▇. ▇▇▇▇▇▇▇ (HOLDINGS) PLC
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▇▇▇▇▇▇▇ Suddards
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Tel:▇▇▇▇-▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇-▇▇▇ ▇▇▇▇
Ref: ADP/THO.291-1
adp/wd/egerton spa.doc
INDEX
1. Interpretation............................................. 1
2. Sale and Purchase.......................................... 5
3. Consideration.............................................. 5
4. Completion................................................. 6
5. Price Adjustment........................................... 9
6. Warranties................................................. 10
7. Limitations on the Vendors' Liability...................... 11
8. Restrictive Covenants...................................... 13
9. Further Assurance.......................................... 15
10. Announcements.............................................. 15
11. Costs...................................................... 15
12. Variations................................................. 15
13. Remedies................................................... 16
14. Assignment................................................. 16
15. Severance.................................................. 16
16. Entire Agreement........................................... 16
17. Time of the Essence........................................ 16
18. Counterparts............................................... 16
19. Notices.................................................... 17
20. Governing Law.............................................. 17
Schedule 1 Part 1 Vendors' Holdings................................... 18
Part 2 Details of the Company.............................. 24
Part 3 Subsidiaries of the Company......................... 25
Schedule 2 Warranties................................................. 32
Schedule 3 Properties................................................. 53
Schedule 4 Registered Intellectual Property Rights.................... 55
AGREED FORM DOCUMENTS
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1. Tax Deed
2. Disclosure Letter
3. Director's/Secretary's resignation letters
4. Auditors' resignation letter
5. Legal Opinion
6. Retention Loan Note Instrument
7. Consideration Loan Note Instrument
8. Non Qualified Stock Option Agreement
9. Royalty Agreement
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SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made on 1 May 1998
BETWEEN:
(1) THE SEVERAL PERSONS whose names and addresses are set out in column 1 of
Part 1 of Schedule 1 (the "VENDORS"); and
(2) ▇▇▇▇▇▇▇▇ COMMERCIAL CORPORATION, a corporation organised under the laws of
California, U.S.A. whose principal place of business is at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇.▇. Box 9022, Temecula, California 92589-9022, U.S.A. (the "PURCHASER").
WHEREAS:
(A) The Vendors are the legal and beneficial owners of the whole of the issued
share capital of the Company.
(B) The Vendors have agreed to sell the whole of the issued share capital of
the Company to the Purchaser on the terms of this Agreement.
IT IS ▇▇▇▇▇▇ AGREED as follows:
1. INTERPRETATION
1 In this Agreement, unless the context otherwise requires, the following
words and expressions shall bear the following meanings:
"ASSOCIATE" means any person, firm or company which is a connected person
(as defined in Section 839 ICTA) of any of the Vendors.
"BUSINESS DAY" means any day other than Saturdays, Sundays and Bank
Holidays; during which clearing banks are open for general banking business
in the City of London.
"CA 1985" means the Companies Act 1985, as amended by the Companies Act
1989.
"COMPANY" means ▇. ▇. ▇▇▇▇▇▇▇ (Holdings) plc, brief details of which are
set out in Part 2 of Schedule 1.
"COMPLETION" means completion of the sale and purchase of the Shares in
accordance with Clause 4.
"COMPLETION BALANCE SHEET" means the consolidated balance sheet of the
Group Companies as at the close of business on 30 April 1998, to be
prepared in accordance with Clause 5.
"CONFIDENTIAL BUSINESS INFORMATION" means all or any information of a
confidential nature and not publicly known which is owned by a Group
Company or which is used in or otherwise relates to the business, customers
or financial or other affairs of any Group Company, including, without
limitation, information relating to:
(a) the business methods, corporate plans, management systems, finances,
new business opportunities or development projects of any Group
Company; or
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(b) the marketing or sales of any past or present or future products,
goods or services of any Group Company including, without limitation,
customer names and lists and other details of customers, sales
targets, sales statistics, market share statistics, prices, market
research reports and surveys and advertising and other promotional
materials, or
(c) future projects, business development or planning, commercial
relationships and negotiations; or
(d) any trade secrets or other information relating to the provision of
any product or service of any Group Company;
"CONSIDERATION LOAN NOTES" means that loan notes in the agreed form to be
issued by the Purchaser pursuant to Clause 3 which are in the form of the
consideration loan note instrument in the agreed form.
"EGERTON AUSTRALIA" means Egerton Australia Pty. Limited.
"EGERTON INC." means ▇. ▇. ▇▇▇▇▇▇▇ Inc.
"DISCLOSURE LETTER" means the letter of even date herewith in the agreed
form from the Vendors to the Purchaser, disclosing information constituting
exceptions to the Warranties and details of other matters referred to in
this Agreement.
"FA" means Finance Act.
"GROUP COMPANIES" means the Company and each of its subsidiaries, brief
details of which are set out in Part 2 of Schedule 2 and "GROUP COMPANY"
means each of such companies and/or any one of them as the context
requires.
"ICTA" means the Income and Corporation Taxes Act 1988.
"INITIAL PAYMENT" means the sterling amount to be paid to the Vendors on
Completion by or on behalf of the Purchaser in respect of the purchase of
the Shares (being a payment on account of the consideration) namely
(pounds)15,762,941, such payment to be satisfied in the manner specified in
Clause 3.2.
"INTELLECTUAL PROPERTY" means any patents, trade marks, service marks,
registered designs, database rights, utility models, design right,
copyright (including copyright in computer software), semi-conductor
topography right, inventions, trade secrets and other confidential
information, know-how, business or trade names and all other intellectual
property and rights of a similar or corresponding nature in any part of the
world, whether registered or not or capable of registration or not and
including all applications and the right for any of the foregoing rights.
"INTELLECTUAL PROPERTY RIGHTS" means all the Intellectual Property owned by
or used by any Group Company in its business, including all the registered
Intellectual Property specified in Schedule 4.
"LAST ACCOUNTS" means the audited balance sheet of each Group Company as at
the Last Accounts Date and the audited profit and loss account of each
Group Company made up to the Last Accounts Date and (in the case of the
Company) the audited consolidated balance sheet as at such date and the
audited consolidated profit and loss account for such period.
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"LAST ACCOUNTS DATE" means 31st December 1997.
"LOAN NOTES" means the Consideration Loan Notes and the Retention Loan
Notes.
"NET ASSETS" means the aggregate amount (in sterling) of the consolidated
assets of the Group Companies less the aggregate amount (in sterling) of
the consolidated liabilities of the Group companies, as derived from the
Completion Balance Sheet.
"NET CURRENT ASSETS/LIABILITIES" means the aggregate amount (in sterling)
of the consolidated current assets of the Group Companies less the
aggregate amount (in sterling) of all the consolidated current liabilities
of the Group Companies, or vice versa, as the case may be, in either case
as derived from the Completion Balance Sheet.
"NON QUALIFIED STOCK OPTION AGREEMENT" means the agreement, which is in the
agreed form, to be entered into by the Purchaser with each of ▇▇ ▇ ▇
▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ at Completion pursuant to which options to
purchase 10,000 shares of common stock, par value US$0.01 per share, in the
capital of the Purchaser are to be granted to each such person in
accordance with the provisions of the ▇▇▇▇▇▇▇▇ Commercial Corporation 1996
Incentive Stock Plan.
"1 (▇▇▇▇▇) ORDINARY SHARES" means the 458,064 ordinary shares of 1p each in
the capital of the Company, fully paid or credited as fully paid, to be
sold by the Vendors in the numbers set out opposite their respective names
in column (2) of Part 1 of Schedule 1.
"(POUND)1 ORDINARY SHARES" means the 50,896 ordinary shares of (pound)1.00
each in the capital of the Company, fully paid or credited as fully paid,
to be sold by the Vendors in column (2) of the numbers set out opposite
their respective names in Part 1 of Schedule 1.
"PENSION SCHEME" means The Scottish Widows Group Personal Pension Plan and
the Legal & General ▇ ▇ ▇▇▇▇▇▇▇ (Holdings) Plc Group Life Assurance Scheme.
"PLANNING ACTS" means the Town and Country Planning Act 1990, the Planning
(Listed Buildings and Conservation Areas) Act 1990, the Planning
(Consequential Provisions) Act 1990, the Planning (Hazardous Substances)
Act 1990 and the Planning (Compensation) Act 1991, and any other statute or
subordinate legislation relating to town and country planning.
"PROPERTIES" means all the freehold and leasehold properties owned or
occupied by a Group Company, brief details of which are set out in Part 1
of Schedule 3 and "PROPERTY" means any one of them.
"PURCHASER'S GROUP" means the Purchaser, its subsidiaries, any holding
company of the Purchaser and any subsidiaries of any such holding company,
from time to time.
"PURCHASER'S SOLICITORS" means ▇▇▇▇▇▇▇ ▇▇▇▇▇ of Exchange House, Primrose
Street, London, EC2A 2HS.
"RETENTION LOAN NOTES" means the loan notes to be issued by the Purchaser
pursuant to Clause 3 which are in the form of the retention loan note
instrument in the agreed form.
"ROYALTY AGREEMENT" means the royalty agreement to be entered into between
the Purchaser and the Vendors at Completion relating to the payment of
deferred consideration to the Vendors in respect of the personally
connector, which is in the agreed form.
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"SECURITY INTEREST" means any mortgage, charge, assignment or assignation
by way of security, guarantee, indemnity, debenture, hypothecation, pledge,
declaration of trust, lien, right of set off or combination of accounts, or
any encumbrance or security interest whatsoever, howsoever created or
arising.
"SHARES" means the (pound)1 Ordinary Shares and the 1 (▇▇▇▇▇) Ordinary
Shares.
"STATEMENT OF NET ASSETS" means a statement of the Net Assets and including
a statement of the Net Current Assets, as derived from the Completion
Balance Sheet.
"SUBSIDIARIES" means the subsidiaries of the Company, brief details of
which are set out in Part 3 of Schedule 1.
"TAXATION" has the same meaning as in the Tax Deed
"TAXATION AUTHORITY" has the same meanings as in the Tax Deed
"TAX DEED" means the deed of indemnity relating to Taxation, which is in
the agreed form.
"TAXATION STATUTES" includes statutes (and all regulations, published
statements of practice of any Taxation Authority and arrangements
whatsoever made thereunder) whether of the United Kingdom or elsewhere, and
whether enacted before or after the date of this Agreement, providing for
or imposing any Taxation.
"TCGA" means the Taxation of Chargeable Gains Act 1992.
"VENDORS' ACCOUNTANTS" means BDO ▇▇▇▇ ▇▇▇▇▇▇▇ of ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
▇▇▇.
"VENDORS' SOLICITORS" means ▇▇▇▇▇▇▇ Suddards of ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
"WARRANTIES" means the warranties and representations set out in Schedule
2.
1.2 References to any statute, or to any statutory provision, statutory
instrument, order or regulation made thereunder, includes that statute,
provision, instrument, order or regulation as amended, modified,
consolidated, re-enacted, or replaced from time to time, whether before or
after the date of this Agreement and also includes any previous statute,
statutory provision, instrument, order or regulation, amended, modified,
consolidated, re-enacted or replaced by such statute, provision,
instrument, order or regulation.
1.3 References to a statutory provision shall be construed as including
references to all statutory instruments or orders, regulations or other
subordinate legislation made pursuant to that statutory provision.
1.4 The words "COMPANY", "SUBSIDIARY", and "HOLDING COMPANY" shall have the
same meanings in this Agreement as their respective definitions in the CA
1985.
1.5 References to any English statutory provision or English legal term for any
action, remedy, method of judicial proceeding, document, legal status,
court, official or any other legal concept or thing shall, in respect of
each of Egerton Australia and Egerton Inc be deemed to refer to and include
any equivalent or analogous action, remedy, method of judicial proceeding,
document,
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legal status, court, official or other legal concept or thing or what most
nearly approximates in New South Wales, Australia and North Carolina, USA
respectively.
1.6 Unless the context otherwise requires, references to the singular include
the plural, references to any gender include all other genders, and
references to "persons" shall include individuals, bodies corporate,
unincorporated associations, professions, businesses and partnerships.
1.7 Clause headings are for information only and shall not affect the
construction of this Agreement.
1.8 The Schedules to this Agreement shall for all purposes form part of this
Agreement.
1.9 Each agreement, undertaking, covenant, warranty and representation made or
given by any of the Vendors in this Agreement, in the Tax Deed or in any
agreement or document entered into pursuant to this Agreement shall be
deemed for all purposes to be made or given by any such Vendor severally.
1.10 References to documents in the "AGREED FORM" means in the form agreed in
writing by or on behalf of each of the parties.
2. SALE AND PURCHASE
2.1 Subject to the terms and conditions of this Agreement, each of the Vendors
shall sell with full title guarantee and the Purchaser shall purchase the
number of Shares set opposite the name of such Vendor in column (2) of Part
1 of Schedule 1 free from any and all Security Interests together with all
accrued benefits and rights attaching or accruing to the Shares, (including
all dividends declared), on or after the date of this Agreement.
2.2 The Vendors waive all rights of pre-emption (if any) over the Shares to
which they may be entitled under the Articles of Association of the Company
or otherwise in relation to the sale and purchase of the Shares pursuant to
this Agreement.
3. CONSIDERATION
3.1 The consideration for the purchase of the Shares shall (subject to any
adjustment pursuant to the provisions of Clause 5) be the sum of
(pounds)16,212,941 (or (pounds)16,227,941 if ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ is still an
employee of any Group Companies on 30 April 1999) together with any amounts
payable by the Purchaser under the Royalty Agreement, which shall be
satisfied in accordance with the provisions of this Clause 3 and the
Royalty Agreement (as the case may be).
3.2 On Completion, the Purchaser will pay, on account of the consideration, an
amount equal to the Initial Payment which will be satisfied in accordance
with the provisions of Clause 4.5.
3.3 The Vendors shall be entitled to receive the proportion of the Initial
Payment payable to them in cash on Completion under Clause 3.2 in the
amounts set opposite their respective names in column (3) of Part 1 of
Schedule 1 and shall be entitled to receive the proportion of any payment
falling to be made under Clause 3.4(a) set opposite their respective names
in column (4) of Part 1 of Schedule 1.
3.4 Within 10 Business Days of the agreement or determination of the Completion
Balance Sheet and the Statement of Net Assets pursuant to Clause 5:
(a) if the Net Assets exceed (pounds)5,911,217 and the Net Current Assets
exceed (pounds)442,186 then the Purchaser shall pay to the Vendors in
cash, an amount equal to the greater of
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either (i) the amount of the surplus of Net Assets over
(pounds)5,911,217 and (ii) the amount of the surplus of Net Current
Assets over (pounds)442,186, as the case may be, together with
interest as provided for in Clause 3.5; or
(b) if the Net Assets are less than (pounds)5,711,217 and the Net Current
Assets are less than (pounds)242,186 then upon the expiration of such
period of 10 Business Days, the aggregate Redemption Amount (as
defined in the Retention Loan Notes) of the Retention Loan Notes shall
be reduced by an amount equal to the greater of either (i) the amount
of the shortfall of Net Assets below (pounds)5,711,217 (ii) the amount
by which the Net Current Assets are less than (pounds)242,186, as the
case may be, together with the aggregate amount of interest as
provided for in Clause 3.5.
3.5 Any payment falling to be made under Clause 3.4 shall bear interest at a
rate equal to 2% per annum above Midland Bank PLC's base rate for the time
being in force calculated on a daily basis from the date of Completion to
the actual date of such payment (both date inclusive).
3.6 The Purchaser shall pay additional consideration in an aggregate amount of
(pounds)450,000 if ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ is still an employee of any of the Group
Companies at such date) to the Vendors in cash on 30 April 1999. If such
amount is not paid on 30 April 1999, it shall bear interest at the rate of
10% per annum, compounded daily on the outstanding balance on and from 1
May 1999 up to and including the date of actual payment.
3.7 The Vendors shall be entitled to receive the proportion of the additional
consideration of (pounds)450,000 or (pounds)465,000 referred to in Clause
3.6 in the amounts set opposite their respective names in column (5) of
Part 1 of Schedule 1.
3.8 The Vendors agree that any sums due to the Vendors in cash under Clauses
3.2 or 3.4(a) or 3.7 (but not otherwise) may be paid to the Vendors'
Solicitors whose receipt shall constitute a full discharge of the
Purchaser's obligation to make any such payment and the Purchaser shall not
be concerned with the application of any such amount between the Vendors.
4. COMPLETION
4.1 Completion shall take place at the offices of the Vendors' Solicitors
immediately after the signing of this Agreement when the events set out in
Clauses 4.2 to 4.5 shall occur.
4.2 At Completion, the Vendors shall deliver to the Purchaser:
(a) ▇▇▇▇ completed and executed transfers of the Shares in favour of the
Purchaser or as it directs;
(b) the certificates for the Shares;
(c) the Tax Deed duly executed by the Vendors;
(d) a copy of any power of attorney under which any agreement or document
is executed on behalf of any of the Vendors;
(e) the resignations of ▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇ as a director of each Group
Company, of ▇▇ ▇. ▇. ▇▇▇▇▇▇▇ as a director of each Group Company of
which he is a director and as the secretary of each Group Company of
which he is the secretary, and of Mr ▇. ▇. ▇▇▇▇▇▇, ▇▇ ▇. ▇. ▇▇▇▇▇ and
▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇ as directors of the Company, in each case, in the
agreed form;
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(f) the resignation of the existing auditors of each Group Company (other
than Egerton Australia and Egerton Inc) in the agreed form confirming
that they have no outstanding claims of any kind against any Group
Company in the agreed form containing a statement in relation to each
Group Company (other than ▇▇▇▇▇▇▇ Australia and Egerton Inc) complying
with Section 394 CA 1985 that there are no circumstances connected
with their ceasing to hold office which they consider should be
brought to the attention of the members or creditors of that company;
and
(g) a certificate of non-crystallisation from Midland Bank plc in respect
of the debenture dated 30 July 1991.
4.3 At Completion, the Vendors shall procure that there shall be made available
to the Purchaser at the Properties:
(a) the certificate of incorporation (and, where relevant, any certificate
of incorporation on change of name) of each Group Company;
(b) the minute books of each Group Company duly made up to the Completion;
(c) the register of members and other statutory registers of each Group
Company duly made up to Completion.
(d) the common seal of each Group Company; and
(e) the title deeds relating to each of the Properties in the United
Kingdom except where any such title deeds have been deposited with
Midland Bank plc.
4.4 At Completion, the Vendors shall procure that a Board Meeting of each Group
Company (other than Egerton Australia and Egerton Inc.) shall be duly
convened and held at which, with effect from Completion:
(a) in the case only of the Company, the transfers referred to in Clause
4.2(a) shall (subject to stamping) be approved and registered;
(b) the resignation referred to in Clause 4.2(e) shall be submitted and
accepted and such person as the Purchaser shall specify shall be
appointed auditors of each Group Company;
(c) such persons as the Purchaser may nominate shall (subject to any
maximum number imposed by the articles of association of the relevant
Group Company) be appointed as additional directors and as the
secretary of each Group Company and the resignations referred to in
Clause 4.2(d) shall be submitted and accepted;
(d) all authorities to the bankers of each Group Company relating to bank
accounts shall be revoked and new authorities to such persons as the
Purchaser may nominate shall be given to operate the same;
(e) the registered offices of each Group Company shall be changed to such
address as the Purchaser shall specify; and
(f) the accounting reference date of each Group Company (other than
Egerton Australia and Egerton Inc) shall be changed to such date as
the Purchaser shall specify.
4.5 Upon completion of the matters specified in Clauses 4.2 to 4.4, the
Purchaser shall:
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(a) pay the aggregate amount of (pounds)13,434,979 by telegraphic
transfer to the Vendors Solicitors;
(b) issue Consideration Loan Notes in an aggregate principal amount of
(pounds)751,666 to the relevant Vendors in the amounts set out
against their respective names in column (3) of Part 1 of Schedule 1;
(c) issue Retention Loan Notes in an aggregate principal amount of
(pounds)1,576,296 to the relevant Vendors in the amounts set out
against their respective names in column (3) of Part 1 of Schedule 1,
(d) deliver a legal opinion in the agreed form to the Vendors;
(e) deliver a cheque for (pounds)75,000 to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(f) enter into a Non Qualified Stock Option Agreement with each of ▇▇ ▇ ▇
▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇; and
(g) enter into the Royalty Agreement.
4.6 The Purchaser may in its absolute discretion waive any requirement
contained in Clauses 4.2 to 4.4 (inclusive) but shall not be obliged to
complete the purchase of any of the Shares unless the purchase of all the
Shares is completed in accordance with such Clauses and this Agreement.
Completion of the purchase of some of the Shares will not affect the rights
of the Purchaser with respect to the purchase of any other of the Shares.
4.7 If any of the provisions of Clauses 4.2 to 4.4 (inclusive) is not complied
with in any respect on the date agreed for Completion, then the Purchaser
may defer Completion to a date not more than 20 Business Days after such
date (and so that the provisions of this Clause 4 (other than this Clause
4.7) shall apply to Completion as so deferred) and if there shall be non-
compliance with any of such provisions for a period of 10 Business Days
following written notice of non-compliance having been served by or on
behalf of the Purchaser on the Vendors, then the Purchaser shall be
entitled to terminate this Agreement.
4.8 ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ hereby agrees to indemnify and to keep indemnified the
Purchaser from and against all actions, proceedings, claims, demands,
losses, costs, expenses, damages and liability made against or arising or
suffered or incurred by the Company in respect of the properties known as
"Le Floriege", Apartment ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ("La
Clusaz") and Ground Floor Office Suite, Tricon House, London Road,
Sevenoaks, Kent ("Tricon House") from the date of Completion up to and
including: (1) in the case of Tricon House the date on which the lease of
Tricon House has been assigned by Timeless Properties Limited ("Timeless")
to an independent bona-fide third party purchaser on arms length terms; and
(2) in the case of La Clusaz the date that the legal title to La Clusaz and
is vested in Timeless pursuant to an agreement for sale and purchase dated
the 26/th/ day of June 1997 made between ▇ ▇ ▇▇▇▇▇▇▇ (Holdings) Plc (1) and
Timeless Properties Limited (2) in respect of, inter alia, La Clusaz and
Tricon House. In connection therewith, the Purchaser agrees that each of
the Group Companies shall do all such acts and things and provide all such
assistance as ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ may reasonably require to procure the
transfer of the legal interest in the La Clusaz and Tricon House to
Timeless, which assistance shall include irrevocably instructing the
Purchaser's solicitors to take all necessary action to ensure that such
transfer to Timeless shall occur as quickly as possible.
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5. PRICE ADJUSTMENT
5.1 The Purchaser shall procure, that within two months after the date of
Completion, the Company will prepare a draft of the Completion Balance
Sheet and a draft of the Statement of Net Assets and submit both for
approval to the Vendors and the Vendors' Accountants.
5.2 The Completion Balance Sheet be prepared:
(a) on the basis of the historical cost convention; and
(b) in a manner consistent with the procedures and policies, bases and
methods of valuation adopted in the preparation of the Last Accounts
PROVIDED THAT:
(i) no amount shall be included in the Completion Balance Sheet or
Statement of Net Assets in respect of any professional fees and
disbursements payable to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in respect of the
financial due diligence carried out by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ prior to
Completion into the affairs of the Group Companies; and
(ii) no liability (whether actual or contingent) shall be included
nor shall any provision or reserve be made in the Completion
Balance Sheet which is greater than that which is provided in
the Last Accounts in respect of any fact, matter or
circumstance arising out of or in connection with the state of
any of the Properties or any non-compliance by, or the cost of
compliance for, any Group Company with any relevant
environmental legislation.
5.3 Within one month of receipt by the Vendors of the draft Completion Balance
Sheet and the draft Statement of Net Assets, the Vendors shall inform the
Purchaser in writing whether or not in their opinion the draft Completion
Balance Sheet and the draft Statement of Net Assets comply with the
requirements of this Clause 5 and are accepted by them and, if not, shall
specify in writing the amount and nature of any item which they do not
accept. If the Vendors confirm in writing that they accept the draft
Completion Balance Sheet and the draft Statement of Net Assets, or if they
fail to inform the Purchaser within one month of receipt whether or not
they accept that the draft Completion Balance Sheet and the draft Statement
of Net Assets comply with the requirements of this Clause 5, such drafts
shall be the Completion Balance Sheet and the Statement of Net Assets.
5.4 If the Vendors inform the Purchaser, in accordance with Clause 5.3, that
they do not accept that the draft Completion Balance Sheet and the draft
Statement of Net Assets comply with the requirements of this Clause 5, the
Vendors and the Purchaser will hold discussions in good faith with a view
to agreeing the Completion Balance Sheet and the draft Statement of Net
Assets. If such agreement is reached and is confirmed in writing by the
parties, it shall be final and binding on the parties.
5.5 Any dispute about the Completion Balance Sheet and/or the Statement of Net
Assets which remains unresolved two months after receipt by the Vendors of
the draft Completion Balance Sheet and the draft Statement of Net Assets
shall, at the request of either party be referred for final settlement to
an independent firm of chartered accountants nominated jointly by the
Vendors and the Purchaser or, failing such nomination, within 10 Business
Days after request by either the Vendors or the Purchaser, nominated at the
request of either party by the President for the time being of the
Institute of Chartered Accountants in England and Wales. Such independent
firm shall act as experts and not as arbitrators and (in the absence of
manifest error) its decisions (both as to the manner in which its
determination is to be made and as to the subject matter of its
determination) shall be final and binding on the parties.
________________________________________________________________________________
9
________________________________________________________________________________
5.6 All costs incurred by the Vendors in reviewing and agreeing the Completion
Balance Sheet and the Statement of Net Assets shall be borne by the Vendors
and all such costs incurred by the Purchaser shall be borne by the
Purchaser. The fees of such independent firm shall be payable by the
Vendors and the Purchaser in such proportions as such firm determines (or
failing such determination in equal shares).
5.7 The Vendors on the one hand and the Purchaser on the other hand shall co-
operate fully with the other and, if applicable, with the independent firm
appointed under Clause 5.5 (including giving all reasonable access to
records, information, and to personnel) with a view to enabling the draft
Completion Balance Sheet and the draft Statement of Net Assets to be
prepared and subsequently discussed and, if applicable, with a view to
enabling any such independent firm to make any determination required by
Clause 5.5, and in particular the Purchaser shall procure that the Group
Companies shall permit the Vendors, the Vendors' Accountants and their
advisers (and, if applicable, such independent firm) to have such access
to, and (where reasonable) to take copies of any records or information
belonging to the Group Companies as the Vendors may reasonably require for
the purpose of reviewing the draft Completion Balance Sheet and the draft
Statement of Net Assets.
6. WARRANTIES
6.1 Each of the Vendors severally warrants to the Purchaser in the terms of the
Warranties subject to:
(a) any matter disclosed or contained in the Disclosure Letter and any
document annexed to the Disclosure Letter; and
(b) the limitations and qualifications set out in this Clause 6 and in
Clause 7.
6.2 The Vendors acknowledge that the Purchaser is entering into this Agreement
in reliance upon the Warranties.
6.3 Each Warranty in respect of the "COMPANY" shall be deemed to be a Warranty
of the Vendors given in respect of the Company and each Group Company and
(unless the context or subject matter otherwise requires) the expression
the "COMPANY" in Schedule 2 shall be construed accordingly.
6.4 Each of the Warranties is without prejudice to any other Warranty and,
except where expressly stated, no Clause contained in this Agreement
governs or limits the extent or application of any other Clause and the
Warranties shall not in any respect be extinguished or affected by
Completion.
6.5 Notwithstanding any rule of law or equity to the contrary, any release,
waiver or compromise or any other arrangement of any kind whatsoever to
which the Purchaser may agree or effect in relation to any of the Vendors
in connection with this Agreement or the Tax Deed or any agreement or
document entered into pursuant hereto, and in particular, but without
limitation, in connection with any of the Warranties, shall not affect the
rights and remedies of the Purchaser as regards any other of the Vendors.
6.6 If any of the Warranties is expressed to be given "SO FAR AS THE VENDORS
ARE AWARE" or "TO THE BEST OF THE KNOWLEDGE, INFORMATION AND BELIEF OF THE
VENDORS" or words to such effect, such expression means that the Vendors
have made all reasonable enquiries into the subject matter of any such
Warranty and each Vendor shall be deemed to be aware of all matters of
which any other Vendor is aware.
________________________________________________________________________________
10
________________________________________________________________________________
6.7 The Purchaser warrants to the Vendors that:
(a) it has full power and authority to enter into and perform this
Agreement, the Tax Deed, the Loan Notes, the Royalty Agreement and
any agreement or document to be entered into by it pursuant to this
Agreement, which constitute, or when executed will constitute, valid
and legally binding obligations on the Purchaser in accordance with
their respective terms;
(b) it has taken all corporate and other actions necessary to enable it
to enter into and perform this Agreement, the Tax Deed, the Loan
Notes, the Royalty Agreement and any agreement or document to be
entered into by it pursuant to this Agreement and has obtained all
approvals and consents required by it for the performance of the
transactions contemplated thereby;
(c) the execution and delivery of, and the performance by the Purchaser
of its obligations under this Agreement, the Tax Deed, the Loan
Notes, the Royalty Agreement and any agreement or document to be
entered into by it pursuant to this Agreement will not result in a
breach of any provision of the constitutive documents of the
Purchaser or result in a breach of any order, judgment or decree of
any court or governmental agency to which the Purchaser is a party
or by which the Purchaser or any of its assets is bound.
7. LIMITATIONS ON THE VENDORS' LIABILITY
7.1 The Vendors shall not be liable under this Agreement or the Tax Deed in
respect of any claim:
(a) unless and until they shall have received from the Purchaser written
notice (containing details of the relevant claim including, the
amount of the claim and details of the matter or default which gives
rise to the claim):
(i) in the case of any of the Warranties (other than any of the
Warranties set out in paragraph 8 of Schedule 2) on or before
noon on 31 December 1999; or
(ii) in the case of a claim in respect of the Tax Deed or any of
the Warranties set out in paragraph 8 of Schedule 2, on or
before the sixth anniversary hereof;
(b) arising from a single circumstance unless the amount of the
liability of the Vendors in respect of such claim exceeds
(pounds)5,000;
(c) unless the aggregate amount of the liability of the Vendors for all
claims in respect of which the Vendors would otherwise be liable
under this Agreement exceeds (pounds)100,000.
7.2 The aggregate liability of the Vendors under this Agreement and the Tax
Deed shall not in any circumstances exceed the amount of the Initial
Payment plus or minus any adjustment pursuant to Clause 5 PROVIDED THAT
the aggregate liability of each Vendor individually shall not in any
circumstances exceed:
(a) the aggregate amount set opposite the name of such Vendor in column
(6) of Part 1 of Schedule 1; and
(b) plus the amount of any adjustment payment received by such Vendor
under Clause 5 as set out opposite the name of such Vendor in column
(4) of Part 1 of Schedule or, as the case may be, less the amount by
which the aggregate Redemption Amount (as
________________________________________________________________________________
11
________________________________________________________________________________
defined in the Consideration Loan Notes) of the Consideration Loan
Notes held by such Vendor is reduced pursuant to Clause 3.4(b); and
(c) plus the amount of any deferred consideration received by such
Vendor under Clause 3.6.
7.3 The Vendors shall not be liable under this Agreement in respect of any
claim under the Warranties if and to the extent that the loss occasioned
thereby has been recovered under the Tax Deed.
7.4 The Vendors shall not be liable under this Agreement in respect of any
claim:
(a) if and to the extent that provision, reserve or allowance for the
matter giving rise to the claim has been made in the Last Accounts
or the Completion Balance Sheet or to the extent of any amount which
is included as a liability in the Completion Balance Sheet;
(b) if and to the extent that the aggregate Redemption-Amount (as
defined in the Retention Loan Notes) of the Retention Loan Notes has
been adjusted in respect of the matter giving rise to the claim; or
(c) if and to the extent that such claim arises or is increased as a
result of any breach by the Purchaser of any of its obligations
under this Agreement; or
(d) to the extent that any such claim arises or is increased as a result
of any increase in rates of Taxation or the introduction of changes
in Taxation or new forms of Taxation after Completion (with or
without retrospective effect) or as a result of any change in law,
regulation or directive or the generally published practice of any
Taxation Authority occurring after Completion with retrospective
effect; or
(e) if and to the extent that such claim would not have arisen but for
any transaction, arrangement, act or omission (or any combination of
the same) carried out or effected at any time after Completion by
the Purchaser or any member of the Purchaser's Group:
(i) outside the ordinary course of its business; or
(ii) in any other case, if the Purchaser or relevant member of the
Purchaser's Group, as the case may be, knew or should have
known that it would give rise to such a claim; or
(f) in respect of any claim for breach of this Agreement which is
capable of remedy, unless and until the Purchaser shall have given
the Vendors not less than 30 days' written notice within which to
remedy such breach and the Vendors shall have failed to do so within
such period; or
(g) to the extent that the liability would not have arisen but for any
changes in accounting policy or practice of or affecting any of the
Group Companies where such changes are introduced after Completion;
or
(h) to the extent that recovery is made or is capable of being made by
the Purchaser under any policy of insurance effected by or for the
benefit of the Purchaser or any member of the Purchaser's Group or
to the extent that recovery would have been capable of being made
under any policy of insurance had the Purchaser or any member of the
________________________________________________________________________________
12
________________________________________________________________________________
Purchaser's Group effected policies of insurance on similar terms to
those effected by or for the benefit of the Group Companies which are
in force as at the date of this Agreement, PROVIDED THAT the Purchaser
shall not be precluded from claiming the amount of any increase in the
relevant insurance premium on the next occasion of the renewal of the
relevant policy (but not on any other occasion thereafter) which is
directly attributable to the relevant breach of Warranty by the
Vendors.
7.5 In respect of any matter the subject of a claim, such claim shall (if not
previously satisfied, withdrawn or settled) be deemed to have been
withdrawn and waived unless legal proceedings in respect of such claim have
been commenced by being both issued and served on the Vendors within 6
months of notification to the Vendors pursuant to Clause 7.1(a) PROVIDED
THAT in any case where the Purchaser is complying with its obligations
under Clause 7.8, the relevant period shall be 12 months instead of 6
months.
7.6 The Purchaser shall not be entitled to recover from the Vendors the amount
of any loss, liability or damage which results from the Purchaser failing
to take all reasonable steps to mitigate its loss, liability or damage.
Nothing in this Agreement or the Tax Deed shall relieve the Purchaser of
any common law or other duty to mitigate any loss, liability or damage
suffered or incurred by it.
7.7 Where the Purchaser or any member of the Purchaser's Group has or may have
a claim against any third party in relation to any matter which could give
rise to a claim under this Agreement or the Tax Deed, the Purchaser shall
use all reasonable endeavours to recover any amounts due from such third
party before taking any action (other than notifying the Vendors of the
claim pursuant to Clause 7.1(a)) against the Vendors.
7.8 If the Vendors pay to the Purchaser an amount in respect of any claim under
the Warranties or the Tax Deed and the Purchaser or any member of the
Purchaser's Group subsequently recovers from a third party (including any
insurer or any Taxation Authority) a sum which is referable to that claim,
the Purchaser or the relevant member of the Purchaser's Group, as the case
may be, shall repay to the Vendors so much of the amount paid by the
Vendors as does not exceed the sum recovered from the third party less the
reasonable costs incurred by the Purchaser or the relevant member of the
Purchaser's Group in making such recovery.
7.9 The Purchaser shall not be entitled to rescind this Agreement, the Tax Deed
or any agreement entered into pursuant hereto in any circumstances
whatsoever.
7.10 If any amount is paid by the Vendors under the Warranties or the Tax Deed,
the amount of such payment shall be deemed to constitute a reduction in the
consideration payable under this Agreement.
7.11 The Purchaser hereby warrants, represents and undertakes to the Vendors
that, as at the date of this Agreement, neither it nor any member of the
Purchaser's Group is aware of any fact, matter or circumstance which could
give rise to any claim against the Vendors for breach of any of the
Warranties or under the Tax Deed.
7.12 The only Warranties which shall apply in relation to Intellectual Property
are the Warranties set out at paragraph 6.5 of Schedule 2.
8. RESTRICTIVE COVENANTS
8.1 Each of ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ hereby
severally covenants with the Purchaser that without the prior written
consent of the Purchaser, he will not:
________________________________________________________________________________
13
________________________________________________________________________________
(a) for a period of 2 years after the date of Completion either as
principal or partner, alone or jointly with, through or as manager,
adviser, consultant or agent for any person or in any other capacity
whatsoever carry on or be interested in the business of the
manufacture and/or sale of telecommunications external plant products
in the United Kingdom in competition with the business of any Group
Company as carried on at the date of Completion PROVIDED THAT nothing
contained in this Clause 8.1(a) shall preclude any of the Vendors from
being the owner for investment purposes only of not more than 5% of
the equity share capital of any company listed on or traded on any
recognised stock exchange or market and PROVIDED FURTHER THAT this
Clause 8.1(a) shall not apply to each of ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇
▇▇▇▇▇▇▇; or
(b) for a period of 12 months after the date of Completion, solicit or
endeavour to solicit in competition with the business of any Group
Company (as carried on at the date of Completion) the custom of, or
orders from, any person, firm or company who has been a customer of
any Group Company at any time during the period 12 months immediately
preceding the date of Completion; or
(c) for a period of 12 months after the date of Completion interfere with
or seek to interfere with the continuance of supplies to any Group
Company (or the terms relating to such supplies) from any suppliers
who have been supplying components, materials or services to any Group
Company at any time during the period 12 months immediately preceding
the date of Completion; or
(d) for a period of 12 months after the date of Completion solicit or
endeavour to solicit away any person who is, and was at the date of
Completion, employed by any Group Company; or
(e) at any time after the date of Completion disclose or permit there to
be disclosed (save as authorised by the Purchaser or required by law
or by any regulatory body or recognised stock exchange) any
Confidential Business Information, nor at any time after the date of
Completion otherwise make use of any Confidential Business Information
for the benefit of such Vendor or in any way to the detriment of any
Group Company PROVIDED THAT this Clause shall not apply if and to the
extent that the Confidential Business Information concerned has ceased
to be confidential or come into the public domain (other than as a
result of breach of any obligation of confidence by such Vendor); or
(f) at any time after the date of Completion use any of the Intellectual
Property Rights (in particular any name including the word "Egerton"
or similar thereto) or use in that connection anything which is
intended, or is likely to be confused with, any of the Intellectual
Property Rights.
8.2 The restrictions contained in this Clause 8 are considered to be reasonable
by the Vendors in all respects but if any of those restrictions shall be
held to be void in the circumstances where it would be valid if some part
were deleted, the parties agree that such restrictions shall apply with
such deletion as may be necessary to make it valid and effective.
8.3 The provisions of Clauses 8.1(a) to 8.1(f) are separate and severable and
shall be enforceable accordingly.
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14
________________________________________________________________________________
9. FURTHER ASSURANCE
9.1 At any time after Completion, the Vendors shall, upon reasonable notice and
at the cost of the Purchaser, execute all such documents and do all such
acts and things as the Purchaser may reasonably require for effectually
vesting the Shares in the Purchaser and otherwise giving the Purchaser the
full benefit of all the provisions of this Agreement.
9.2 The Purchaser shall procure by 15 May 1998 that:-
9.2.1 ▇. ▇ ▇▇▇▇▇▇▇ Limited pays the sum of (pounds)25,000 to ▇▇▇▇▇▇
▇▇▇▇▇▇▇ in satisfaction of his agreed loyalty payment (but only to
the extent not already paid);
9.2.2 ▇. ▇ ▇▇▇▇▇▇▇ Limited pays the sum of (pounds)15,000 to ▇▇▇▇▇▇▇
▇▇▇▇▇▇ in satisfaction of his agreed loyalty payment (but only to
the extent not already paid);
9.2.3 A. C Egerton Limited pays the sum of (pounds)15,000 to ▇▇▇ ▇▇▇▇▇▇▇▇▇
in satisfaction of his agreed loyalty payment (but only to the
extent not already paid);
9.2.4 ▇. ▇ ▇▇▇▇▇▇▇ Limited pays the sum of (pounds)15,000 to ▇▇▇▇▇
▇▇▇▇▇▇▇▇ in satisfaction of his agreed loyalty payment (but only to
the extent not already paid); and
9.2.5 The sum of (pounds)25,000 is paid to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in satisfaction
of her agreed compensation for redundancy (but only to the extent
not already paid).
10. ANNOUNCEMENTS
None of the parties may, for a period of 3 months after Completion, make or
send a public announcement, communication or circular concerning the
transactions referred to in this Agreement unless such party has first
obtained the written consent of the others, such consent not to be
unreasonably withheld or delayed PROVIDED THAT the provisions of this
Clause 10 do not apply to a public announcement, communication or circular
required by law or any stock exchange or any regulatory body, if the party
required to make or send it has, if reasonably practicable, first consulted
and taken into account the reasonable requirements of the other parties.
11. COSTS
11.1 Except where this Agreement provides otherwise, each party shall pay its
own costs and the costs of its advisers relating to or in connection with
the negotiation, preparation, execution and performance by it of this
Agreement and of each document referred to herein and transaction
contemplated hereby (including the due diligence exercise conducted prior
to Completion).
11.2 The Purchaser undertakes to pay in full all professional fees,
disbursements and VAT thereon payable to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in respect of the
financial due diligence carried out by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ prior to Completion
into the affairs of the Group Companies.
12. VARIATIONS
A Variation of this Agreement is valid only if it is in writing and signed
by or on behalf of each party.
________________________________________________________________________________
15
________________________________________________________________________________
13. REMEDIES
The failure to exercise or delay in exercising a right, power or remedy
provided by this Agreement of by law does not constitute a waiver of any
such right, power or remedy or a waiver of other rights, powers or
remedies. No single or partial exercise of a right, power or remedy
provided by this Agreement or by law prevents further exercise of any such
right, power or remedy or the exercise of any other right, power or
remedy.
14. ASSIGNMENT
14.1 This Agreement, the Tax Deed and each of the agreements and documents
executed pursuant hereto shall be binding upon and enure for the benefit
of the successors in title of the parties.
14.2 No party may assign or transfer or purport to assign or transfer any of
its rights or obligations under this Agreement or the Tax Deed or any
agreement or document entered into pursuant hereto.
15. SEVERANCE
If any term or provision in this Agreement shall be held to be illegal or
unenforceable, in whole or in part, under any enactment or rule of law,
such term or provision or part shall to that extent be deemed not to form
part of this Agreement but the enforceability of the remainder of this
Agreement shall not be affected.
16. ENTIRE AGREEMENT
16.1 This Agreement (including all agreements and documents to be entered into
pursuant thereto) and the Tax Deed contain the entire agreement between
the parties relating to the sale of the whole of the issued share capital
of the Company.
16.2 The Purchaser hereby acknowledges that it has not entered into this
Agreement, the Tax Deed or any agreement or document entered into pursuant
hereto in reliance upon any representation, covenant, warranty or
undertaking made or given by or on behalf of any of the Vendors except as
expressly set out in this Agreement, the Tax Deed or any agreement or
document entered into pursuant hereto and the Purchaser hereby waives any
claim or remedy or right in respect of any representation, covenant,
warranty or undertaking made or given by or on behalf of any of the
Vendors unless and to the extent that a claim lies for breach of this
Agreement, the Tax Deed or any agreement or document entered into pursuant
hereto PROVIDED THAT this Clause shall not exclude any liability on the
part of any of the Vendors for fraudulent misrepresentation.
17. TIME OF THE ESSENCE
Time shall be of the essence of this Agreement, the Tax Deed and any
agreement or document entered into pursuant hereto, both as regards the
dates and periods set out and as regards any dates and periods which may
be substituted for them in accordance with this Agreement, the Tax Deed or
any agreement or document entered into pursuant hereto or by agreement in
writing between the parties.
18. COUNTERPARTS
This Agreement may be executed in any number of counterparts each of which
when executed and delivered is an original, but all the counterparts
together constitute the same document.
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16
________________________________________________________________________________
19. NOTICES
19.1 A notice or other communication under or in connection with this
Agreement shall be in writing and shall be delivered by hand or sent by
first class post pre-paid recorded delivery (or air mail if sent to an
address outside the United Kingdom) or by facsimile to the party due to
receive the notice or communication, at its address set out in this
Agreement or at such other address specified by that party by written
notice to the others.
19.2 In the absence of evidence of earlier receipt, a notice or other
communication is deemed given:
(a) if delivered by hand, at the time of actual delivery to the address
referred to in Clause 19.1;
(b) if sent by mail except air mail, 2 Business Days after posting it;
(c) if sent by air mail, 7 Business Days after posting it; and
(d) if sent by facsimile, on production of a transmission report from
the machine which sent the facsimile indicating that the facsimile
was sent in its entirety to the facsimile number of the recipient.
19.3 Each of the Vendors agrees that for the purposes of this Agreement, the
Tax Deed or any agreement or document entered into pursuant hereto;
(a) any notice or consent to be given by the Vendors or any of them
shall only be given by ▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇ as he shall in his
absolute discretion think fit; and
(b) any notice to be given to the Vendors or any of them shall be deemed
to have been validly given if to each of ▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇. ▇.
▇▇▇▇▇▇▇ and Mrs ▇. ▇. Bapty.
20. GOVERNING LAW
20.1 This Agreement shall be governed by and construed in accordance with
English law.
20.2 The courts of England shall have exclusive jurisdiction to hear and
decide any suit, action or proceedings, and to settle any disputes, which
may arise out of or in connection with this Agreement and, for these
purposes, each party irrevocably submits to the jurisdiction of the
courts of England.
20.3 The Purchaser shall at all times maintain an agent for the service of
process in England and hereby appoints the Purchaser's Solicitors as its
agent for the service of process in England, service upon whom shall be
deemed to have been completed whether or not forwarded to the Purchaser.
The Purchaser confirms that the Purchaser's Solicitors have accepted such
appointment.
20.4 If for any reason an agent for the service of process appointed by the
Purchaser ceases to act as such, the Purchaser shall appoint a new agent
for the service of process in England within 10 Business Days thereafter
and shall forthwith notify the Vendors in writing of such new appointment
and the new agent's name and address. If the Purchaser does not make such
an appointment within 10 Business Days after written demand by the
Vendors, the Vendors may make such appointment themselves on behalf of
the Purchaser.
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17
________________________________________________________________________________
IN WITNESS WHEREOF, this Agreement has been duly executed by each of the parties
on the date stated above.
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18
SCHEDULE 1
PART 1
VENDORS' HOLDINGS
------------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF VENDOR NUMBER OF SHARES INITIAL CONSIDERATION DUE
TO BE SOLD
(1) (2) (3)
------------------------------------------------------------------------------------------------------------------------------------
(POUND)1 1 (▇▇▇▇▇) CASH CONSIDERATION RETENTION
ORDINARY ORDINARY LOAN NOTES LOAN NOTES
SHARES SHARES
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 5,112 46,008 1,583,233
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ 1JE
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2,521 22,689 ▇▇▇,▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ 1JE
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ 2,264 20,376 ▇▇▇,▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 2,300 20,700 ▇▇▇,▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇, Heaverham, Nr Sevenoaks, Kent TN13 1AJ
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,979 17,811 ▇▇▇,▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ 6QA
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 121 1,089 ▇▇,▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ TN8 6QA
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇ as Trustees of the ▇ ▇ ▇▇▇▇▇▇▇▇ 2,796 25,164 779,351 - 86,595
Settlement for the Children of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇ as Trustees of the R F 2,796 25,164 779,351 - 86,595
▇▇▇▇▇▇▇▇ Settlement for the Children of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ as Trustees of the R F 2,796 25,164 779,351 - 86,595
▇▇▇▇▇▇▇▇ Settlement for the Children of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ as Trustees of the R F 10,000 90,000 2,787,380 - 309,709
▇▇▇▇▇▇▇▇ Life Interest Settlement dated 30 June 1997
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇, ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇ ▇ ▇▇▇▇▇ as Trustees 5,592 50,328 1,558,703 - 173,189
of the ▇ ▇ ▇▇▇▇▇▇▇▇ Grandchildren's Settlement dated 1 July
------------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life 569 5,121 277 175,947
interest trust of ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life 292 2,628 20,100 70,335
interest trust of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF VENDOR PROPORTION OF AMOUNT OF DEFERRED MAXIMUM
ANY REPAYMENT CONSIDERATION AGGREGATE
UNDER CLAUSE PAYABLE LIABILITY AS PER
3.4(A) UNDER CLAUSE 3.6 CLAUSE 7.2
(1) (4) (5) (6)
------------------------------------------------------------------------------------------------------------------------------------
IF EQUAL IF EQUAL
TO TO
(POUNDS)465,000 450,000
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 46,703 45,197 1,759,457
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ 1JE
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 23,031 22,288 ▇▇▇,▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ 1JE
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ 20,684 20,017 ▇▇▇,▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇ ▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 21,014 20,336 ▇▇▇,▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, Nr Sevenoaks, Kent TN13 1AJ
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 18,080 17,497 ▇▇▇,▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ 6QA
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,106 1,070 ▇▇,▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ 6QA
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇ as Trustees of the ▇ ▇ ▇▇▇▇▇▇▇▇ 5.4936% 25,545 24,721 865,946
Settlement for the Children of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇ as Trustees of the R F 5.4936% 25,545 24,721 865,946
▇▇▇▇▇▇▇▇ Settlement for the Children of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ as Trustees of the R F 5.4936% 25,545 24,721 865,946
▇▇▇▇▇▇▇▇ Settlement for the Children of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ as Trustees of the R F 19.6479% 91,362 88,415 3,097,089
▇▇▇▇▇▇▇▇ Life Interest Settlement dated 30 June 1997
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇, ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇ ▇ ▇▇▇▇▇ as Trustees 10.9871% 51,089 49,441 1,731,892
of the ▇ ▇ ▇▇▇▇▇▇▇▇ Grandchildren's Settlement dated 1 July
------------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life 11.1619% 5,199 5,031 -
interest trust of ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life 4.4620% 2,668 2,582 -
interest trust of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF VENDOR NUMBER OF SHARES INITIAL CONSIDERATION DUE
TO BE SOLD
(1) (2) (3)
---------------------------------------------------------------------------------------------------------------------------------
(POUND)1 1 (▇▇▇▇▇) CASH CONSIDERATION RETENTION
ORDINARY ORDINARY LOAN NOTES LOAN NOTES
SHARES SHARES
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 164 1,476 41,965 8,827
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ 252 2,268 124 77,923
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 256 2,304 123 79,162
---------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 40 360 11,149 - 1,239
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 281 2,529 248 86,780
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ Berkeley ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇ 6WL 202 1,818 62,561
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇ 6WL 202 1,818 62,561
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Bapty
Grasmere, Old Exeter Street, Chudleigh, Devon TQ13 OLD 469 4,221 145,253
---------------------------------------------------------------------------------------------------------------------------------
Mrs ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇ as Trustees of the P M Bapty
Settlement for her Daughters dated 30 June 1997 1,479 13,311 274,835 137,418 45,806
---------------------------------------------------------------------------------------------------------------------------------
Mrs ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇ as Trustees of the P M Bapty
Settlement for her Grandchildren dated 30 June 1997 2,500 22,500 696,845 - 77,427
---------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇ and Mrs ▇ ▇ ▇▇▇▇▇ as Trustees of the A A Bapty
Settlement for his Children dated 30 June 1997) 1,050 9,450 292,675 - 32,519
---------------------------------------------------------------------------------------------------------------------------------
Mrs ▇ ▇ ▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Bapty 227 2,043 48,748 21,556
---------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 426 3,834 15,000 103,742 13,194
---------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇▇▇▇▇ Berkeley ▇▇▇▇▇▇ 146 1,314 10,000 24,439 10,778
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 146 1,314 10,000 24,439 10,778
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 204 1,836 14,000 42,863 6,318
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
PROPORTION OF AMOUNT OF DEFERRED MAXIMUM
ANY REPAYMENT CONSIDERATION AGGREGATE
UNDER CLAUSE PAYABLE LIABILITY AS PER
3.4(A) UNDER CLAUSE 3.6 CLAUSE 7.2
(4) (5) (6)
---------------------------------------------------------------------------------------------------------------------------------
IF EQUAL IF EQUAL
TO TO
(POUNDS)465,000 450,000
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 0.5599% 1,498 1,450 -
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ 4.9434% 2,302 2,228 -
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 5.0220% 2,339 2,264 -
---------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.0786% 366 354 12,388
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 5.5053% 2,567 2,484 -
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ Berkeley ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ 1,846 1,786 107,778
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ 1,846 1,786 107,778
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, Old Exeter Street, Chudleigh, Devon TQ13 OLD 4,285 4,147 215,557
---------------------------------------------------------------------------------------------------------------------------------
Mrs ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇ as Trustees of the P M Bapty
Settlement for her Daughters dated 30 June 1997 2.9059% 13,513 13,077 458,059
---------------------------------------------------------------------------------------------------------------------------------
Mrs ▇ ▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇ as Trustees of the P M Bapty
Settlement for her Grandchildren dated 30 June 1997 4.9120% 22,841 22,104 774,272
---------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇ and Mrs ▇ ▇ ▇▇▇▇▇ as Trustees of the A A Bapty
Settlement for his Children dated 30 June 1997) 2.0630% 9,593 9,284 325,194
---------------------------------------------------------------------------------------------------------------------------------
Mrs ▇ ▇ ▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Bapty 1.3675% 2,074 2,007 -
---------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 0.8370% 3,893 3,767 131,936
---------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇▇▇▇▇ Berkeley ▇▇▇▇▇▇ 0.6838% 1,334 1,291 -
---------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇ and Mr E Probert as Trustees of the life
interest trust of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 0.6838% 1,334 1,291 -
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees of the life
interest trust of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 0.4008% 1,864 1,804 63,181
---------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF VENDOR NUMBER OF SHARES INITIAL CONSIDERATION DUE PROPORTION OF
TO BE SOLD ANY REPAYMENT
UNDER CLAUSE
3.4(A)
(1) (2) (3) (4)
-----------------------------------------------------------------------------------------------------------------------------------
(POUND)1 1 (▇▇▇▇▇) CASH CONSIDERATION RETENTION
ORDINARY ORDINARY LOAN NOTES LOAN NOTES
SHARES SHARES
-----------------------------------------------------------------------------------------------------------------------------------
Mrs ▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as 204 1,836 10,000 46,863 6,318 0.4008%
Trustees of the life interest trust of
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇ ▇ ▇▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees 204 1,863 10,000 46,863 6,318 0.4008%
of the life interest trust of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 940 8,460 291,126
Paines Farm, Otford, Kent TN15 6XN
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 205 1,845 63,490
Paines Farm, Otford, Kent TN15 6XN
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▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 92 828 7,000 18,644 2,849 0.1808%
the life interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 92 828 7,000 18,644 2,849 0.1808%
the life interest trust of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 162 1,458 16,043 34,130 2.1652%
the life interest trust of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 162 1,458 38,807 11,366 0.7211%
the life interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 945 8,505 292,675
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 148 1,332 45,837
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 330 2,970 91,984 10,220 0.6484%
the ▇ ▇ ▇▇▇▇▇▇▇ Settlement for his Sons dated
30 June 1997
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 17 153 155 5,110 0.3242%
the life interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 213 1,917 30,104 35,864 2.2752%
the life interest trust of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL 50,896 458,064 13,434,979 751,666 1,576,296 100.0000%
------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF VENDOR AMOUNT OF DEFERRED MAXIMUM
CONSIDERATION AGGREGATE
PAYABLE LIABILITY AS PER
UNDER CLAUSE 3.6 CLAUSE 7.
(1) (5) (6)
------------------------------------------------------------------------------------------------------------
IF EQUAL IF EQUAL
TO TO
(POUNDS)465,000 450,000
------------------------------------------------------------------------------------------------------------
Mrs ▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as 1,864 1,804 63181
Trustees of the life interest trust of
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇ ▇ ▇▇▇▇▇▇ and Mr ▇ ▇▇▇▇▇▇▇ as Trustees 1,864 1,804 63181
of the life interest trust of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 8,588 8,311 341299
Paines Farm, Otford, Kent TN15 6XN
------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Cousins 1,873 1,813 113663
Paines Farm, Otford, Kent TN15 6XN
------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 841 814 28493
the life interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 841 814 28493
the life interest trust of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 1,480 1,432
the life interest trust of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 1,480 1,432
the life interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 8,634 8,355 358,643
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇
------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1,353 1,309 51,102
20 Chipstead Park, Sevenoaks, Kent TN13 2SN
------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 3,015 2,918 102,204
the ▇ ▇ ▇▇▇▇▇▇▇ Settlement for his Sons dated
30 June 1997
------------------------------------------------------------------------------------------------------------
▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 155 150
the life interest trust of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------
▇▇ ▇ ▇ ▇▇▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇ as Trustees of 1,946 1,883
the life interest trust of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------
TOTAL 465,000 450,000 15,762941
________________________________________________________________________________
PART 2
DETAILS OF THE COMPANY
COMPANY NUMBER: 818919
TYPE OF COMPANY: Public Limited Company
DATE OF INCORPORATION: 9 September 1964
COUNTRY OF INCORPORATION: England and Wales
AUTHORISED SHARE CAPITAL: (pounds)250,000 divided into 150,000 Ordinary
Shares of (pound)1 each and 10,000,000 Ordinary
Shares of 1 (▇▇▇▇▇) each
ISSUED SHARE CAPITAL: 50,896 Ordinary Shares of (pound)1 each and
458,064 Ordinary Shares or 1 (▇▇▇▇▇) each
REGISTERED OFFICE: Central House, ▇▇▇▇▇▇ Road, Orpington, Kent BR5
3QU
DIRECTORS: ▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇
SECRETARY: ▇.▇. ▇▇▇▇▇▇▇
ACCOUNTING REFERENCE DATE: 31 December
AUDITORS: BDO ▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
CHARGES: All monies, fixed and floating charge on all
property and assets present and future including
uncalled capital held by Midland Bank Plc dated 30
July 1991
________________________________________________________________________________
25
________________________________________________________________________________
PART 3
SUBSIDIARIES OF THE COMPANY
NAME OF SUBSIDIARY: ▇.▇. ▇▇▇▇▇▇▇ LIMITED
COMPANY NUMBER: 912862
TYPE OF COMPANY: Private Company limited by shares
DATE OF INCORPORATION: 10 August 1967
COUNTRY OF INCORPORATION: England and Wales
AUTHORISED SHARE CAPITAL: (pounds)100,000 divided into 50,000 "A" Ordinary
Shares of (pound)1 each and 50,000 "B" Ordinary
Shares of (pound)1 each
ISSUED SHARE CAPITAL: 50,000 "A" Ordinary Shares of (pound)1 each and
50,000 "B" Ordinary Shares or (pound)1 each
REGISTERED OFFICE: Central House, ▇▇▇▇▇▇ Road, Orpington, Kent BR5
3QU
DIRECTORS: ▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
SECRETARY: N.A.J. Bedford
ACCOUNTING REFERENCE DATE: 31 December
AUDITORS: BDO ▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
CHARGES: Chattels mortgages dated 29.06.95, 18.10.93,
28.06.93, 24.09.92 in the name of Forward Trust
Limited
Charge on all book and other debts dated 10.08.82
for all monies owing to Midland Bank Plc
SHAREHOLDER: ▇.▇. ▇▇▇▇▇▇▇ (Holdings) plc: wholly-owned
________________________________________________________________________________
26
________________________________________________________________________________
NAME OF SUBSIDIARY: EGERTON (G.R.P.) LIMITED
COMPANY NUMBER: 1100797
TYPE OF COMPANY: Private Company limited by shares
DATE OF INCORPORATION: 8 March 1973
COUNTRY OF INCORPORATION: England and Wales
AUTHORISED SHARE CAPITAL: (pounds)30,000 divided into 30,000 Ordinary
Shares of (pound)1 each
ISSUED SHARE CAPITAL: 22,000 Ordinary Shares of (pound)1 each
REGISTERED OFFICE: Central House, ▇▇▇▇▇▇ Road, Orpington, Kent BR5
3QU
DIRECTORS: ▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇
▇. ▇▇▇▇
SECRETARY: ▇. ▇▇▇▇▇
ACCOUNTING REFERENCE DATE: 31 December
AUDITORS: BDO ▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
CHARGES: Chattels Mortgage dated 29.06.93 for all monies
owed to Forward Trust Limited
Charge over all book debts dated 10.08.82 for all
monies owned to Midland Bank Plc
Floating charge over all property and assets
present and future dated 18.12.79 for all monies
owed to Midland Bank Plc
SHAREHOLDER: ▇.▇. ▇▇▇▇▇▇▇ (Holdings) plc: wholly-owned
________________________________________________________________________________
27
________________________________________________________________________________
NAME OF SUBSIDIARY: ▇.▇. ▇▇▇▇▇▇▇ (TC) LIMITED
COMPANY NUMBER: 233417
TYPE OF COMPANY: Private Company limited by shares
DATE OF INCORPORATION: 18 September 1928
COUNTRY OF INCORPORATION: England and Wales
AUTHORISED SHARE CAPITAL: (pounds)10,000 divided into 10,000 Ordinary
Shares of (pound)1 each
ISSUED SHARE CAPITAL: 10,000 Ordinary Shares of (pound)1 each
REGISTERED OFFICE: Central House, ▇▇▇▇▇▇ Road, Orpington, Kent BR5
3QU
DIRECTORS: ▇.▇. ▇▇▇▇▇▇▇▇
SECRETARY: ▇.▇. ▇▇▇▇▇▇▇
ACCOUNTING REFERENCE DATE: 31 December
AUDITORS: BDO ▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
CHARGES: Fixed and floating charge dated 25.08.81 in favour
of Midland Bank plc and fixed charge dated
10.08.82 in favour of Midland Bank plc.
SHAREHOLDER: ▇.▇. ▇▇▇▇▇▇▇ (Holdings) plc: wholly-owned
________________________________________________________________________________
28
________________________________________________________________________________
NAME OF SUBSIDIARY: ▇▇▇▇▇▇▇▇ OPTICAL COMPONENTS LIMITED
COMPANY NUMBER: 2145033
TYPE OF COMPANY: Private Company limited by shares
DATE OF INCORPORATION: 6 July 1987
COUNTRY OF INCORPORATION: England and Wales
AUTHORISED SHARE CAPITAL: (pounds)30,000 divided into 30,000
Ordinary Shares of (pounds)1 each
ISSUED SHARE CAPITAL: 30,000 Ordinary Shares of (pounds)1 each
REGISTERED OFFICE: Central House, ▇▇▇▇▇▇ Road, Orpington,
Kent BR5 3QU
DIRECTORS: ▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇
SECRETARY: ▇.▇. ▇▇▇▇▇▇▇
ACCOUNTING REFERENCE DATE: 31 December
AUDITORS: BDO ▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
CHARGES: Fixed and floating over all property
present and future, including uncalled
capital and book debts dated 15.04.88
for all monies owed to Midland Bank Plc.
SHAREHOLDERS: ▇.▇. ▇▇▇▇▇▇▇ (Holdings) plc: wholly-
owned
________________________________________________________________________________
29
________________________________________________________________________________
NAME OF SUBSIDIARY: ▇▇▇▇▇▇▇▇ COMMUNICATIONS SYSTEMS (1989)
LIMITED
COMPANY NUMBER: 2285275
TYPE OF COMPANY: Private Company limited by shares
DATE OF INCORPORATION: 8 August 1988
COUNTRY OF INCORPORATION: England and Wales
AUTHORISED SHARE CAPITAL: (pounds)30,000 divided into 30,000
Ordinary Shares of (pounds)1 each
ISSUED SHARE CAPITAL: 30,000 Ordinary Shares of (pounds)1 each
REGISTERED OFFICE: Central House, ▇▇▇▇▇▇ Road, Orpington,
Kent BR5 3QU
DIRECTORS: ▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇
SECRETARY: ▇.▇. ▇▇▇▇▇▇▇
ACCOUNTING REFERENCE DATE: 31 December
AUDITORS: BDO ▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
CHARGES: Fixed and Floating over all property
present and future, including uncalled
capital and book debts dated 30.8.89 for
all monies owed to Midland Bank Plc.
SHAREHOLDERS: ▇.▇. ▇▇▇▇▇▇▇ (Holdings) plc: wholly-
owned
________________________________________________________________________________
30
________________________________________________________________________________
NAME OF SUBSIDIARY: ▇. ▇. ▇▇▇▇▇▇▇ TRUSTEES LIMITED
COMPANY NUMBER: 2724967
TYPE OF COMPANY: Private Company limited by shares
DATE OF INCORPORATION: 23 June 1992
COUNTRY OF INCORPORATION: England and Wales
AUTHORISED SHARE CAPITAL: (pounds)100 divided into 100 Ordinary
Shares of (pound)1 each
ISSUED SHARE CAPITAL: 2 Ordinary Shares of (pound)1 each
REGISTERED OFFICE: Central House, ▇▇▇▇▇▇ Road, Orpington,
Kent BR5 3QU
DIRECTORS: ▇.▇. ▇▇▇▇▇▇▇▇
P.F. de ▇▇▇ ▇▇▇▇▇
SECRETARY: ▇.▇. ▇▇▇▇▇▇▇
ACCOUNTING REFERENCE DATE: 31 December
AUDITORS: BDO ▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
CHARGES: None
SHAREHOLDERS: ▇. ▇. ▇▇▇▇▇▇▇ (Holdings) plc: wholly-
owned
________________________________________________________________________________
31
________________________________________________________________________________
NAME OF SUBSIDIARY: ▇▇▇▇▇▇▇▇ AUSTRALIA PTY LIMITED
COMPANY NUMBER: 002 735622
TYPE OF COMPANY: Proprietary Company limited by shares
DATE OF INCORPORATION: 9 September 1971
COUNTRY OF INCORPORATION: New South Wales, Australia
AUTHORISED SHARE CAPITAL: A$1,000,000 divided into 1,000,000
Ordinary Shares of A$1 each
ISSUED SHARE CAPITAL: 397,500 Ordinary Shares of A$1 each
REGISTERED OFFICE: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
DIRECTORS: ▇.▇. ▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇
SECRETARY: ▇. ▇▇▇▇▇▇
ACCOUNTING REFERENCE DATE: 31 December
CHARGES: Mortgage debenture dated 23.09.86 in
favour of National Australia Bank
SHAREHOLDERS: ▇.▇. ▇▇▇▇▇▇▇ Limited: wholly-owned
________________________________________________________________________________
32
________________________________________________________________________________
NAME OF SUBSIDIARY: ▇. ▇. ▇▇▇▇▇▇▇ INC.
COMPANY NUMBER: 0370286
TYPE OF COMPANY: Private Company limited by shares
DATE OF INCORPORATION: 30 May 1995
JURISDICTION OF INCORPORATION: North Carolina USA
AUTHORISED SHARE CAPITAL: 100,000 shares of common stock of no par
value
ISSUED SHARE CAPITAL: 15,000 shares of common stock of no par
value
PRINCIPAL OFFICE: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇
DIRECTORS: ▇. ▇▇▇▇▇▇▇▇▇
G. B. ▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇▇
ACCOUNTING REFERENCE DATE: 31 December
SHAREHOLDER: ▇. ▇. ▇▇▇▇▇▇▇ (TC) Limited: wholly-owned
________________________________________________________________________________
33
________________________________________________________________________________
SCHEDULE 2
WARRANTIES
1. CORPORATE MATTERS
1.1 AUTHORITY AND TITLE TO THE SHARES
(a) Each Vendor has full power and authority to enter into and perform
this Agreement and the Tax Deed which constitute, or when executed
will constitute, binding obligations on such Vendor in accordance with
their respective terms.
(b) The Shares have been validly allotted and issued, are fully paid or
are credited as fully paid and constitute the whole of the issued
share capital of ▇. ▇. ▇▇▇▇▇▇▇ (Holdings) plc.
(c) There is no Security Interest on, over or affecting any of the Shares
and there is no agreement or arrangement to give or create any
Security Interest and no claim has been made by any person to be
entitled to any Security Interest.
(d) Each Vendor is entitled to transfer the full legal and beneficial
ownership of the number of Shares set out against the name of such
Vendor in column (2) of Part 1 of Schedule 1 to the Purchaser on the
terms of this Agreement without the consent of any third party.
1.2 OPTIONS OVER THE COMPANY'S CAPITAL
Except as required by this Agreement, there are no agreements or
arrangements in force which provide for the present or future issue,
allotment or transfer of, or grant to any person of the right (whether
conditional or otherwise) to call for the issue, allotment or transfer of,
any share or loan capital of the Company (including any option or right of
pre-emption or conversion).
1.3 NEW ISSUES OF CAPITAL
No share capital has been issued or allotted, or agreed to be issued or
allotted, by the Company since the Last Accounts Date.
1.4 SUBSIDIARIES
(a) The Company is not the holder or beneficial owner of, nor has it
agreed to acquire any share or loan capital of, any company (whether
incorporated in the United Kingdom or elsewhere) other than any of
the Subsidiaries.
(b) Each of the Subsidiaries is a wholly-owned subsidiary of ▇. ▇. ▇▇▇▇▇▇▇
(Holdings) plc.
(c) Apart from Egerton Australia and Egerton Inc., no Group Company has
any branch, agency or place of business outside the United Kingdom.
(d) Each of ▇. ▇. ▇▇▇▇▇▇▇ (TC) Limited and Egerton Optical Components
Limited is dormant.
________________________________________________________________________________
34
________________________________________________________________________________
1.5 COMMISSIONS
No one is entitled to receive from the Company any finder's fee, brokerage
or other commission in connection with the sale and purchase of the Shares
under this Agreement.
1.6 MEMORANDA AND ARTICLES OF ASSOCIATION, STATUTORY BOOKS, RESOLUTIONS AND
SEAL
(a) The copy of the Memorandum and Articles of Association of each Group
Company (other than Egerton Australia and Egerton Inc) which is
annexed to the Disclosure Letter is accurate and complete in all
respects and has attached to it a copy of every such resolution as is
referred to in Section 380 of the CA 1985.
(b) The register of members and other statutory books of the Company have
been properly kept and contain an accurate and complete record of
the matters with which they are required by law to deal.
(c) Since the Last Accounts Date, no resolutions or elective resolutions
of any kind of the shareholders of the Company have been passed (other
than resolutions relating to business at Annual General Meetings which
was not special business).
1.7 DOCUMENTS FILED
All returns, particulars, resolutions and documents required by the CA 1985
to be filed with the Registrar of Companies in respect of each Group
Company (other than Egerton Australia and Egerton Inc) have been duly filed
and all returns, particulars, resolutions and documents required to be
filed by ▇▇▇▇▇▇▇ Australia and Egerton Inc under any applicable legislation
with respect to the regulation of companies have been duly filed.
1.8 CORPORATE INFORMATION
The information contained in Schedule 1 is true and accurate in all
respects.
2. ACCOUNTS
2.1 THE LAST ACCOUNTS
(a) The Last Accounts were prepared in accordance with the historical cost
convention and the bases and policies of accounting adopted for the
purposes of preparing the Last Accounts are the same as those adopted
in preparing the audited accounts of the Company in respect of the
last two preceding accounting periods.
(b) The Last Accounts, a copy of which is attached to the Disclosure
Letter:
(i) give a true and fair view of the state of affairs of the Company
as at the Last Accounts Date and of its profits or losses for
the financial period ended on that date;
(ii) comply with the requirements of the CA 1985 and other relevant
statutes in the case of each Group Company (other than Egerton
Australia and Egerton Inc) or comply with applicable legislation
in the case of Egerton Australia and Egerton Inc;
(iii) comply with all generally accepted United Kingdom accounting
principles applicable to a United Kingdom company as at the Last
Accounts Date in the
________________________________________________________________________________
35
________________________________________________________________________________
case of each Group Company (other than Egerton Australia and
Egerton Inc) or comply with all accounting standards in the case
of Egerton Australia and Egerton Inc applicable to a New South
Wales company or North Carolina corporation, as the case may be,
as at the Last Accounts Date.
2.2 BOOKS AND RECORDS
All the accounts, books, ledgers, financial and other records, of
whatsoever kind, of the Company are in its possession, custody or control
and, so far as the Vendors are aware, have been properly and accurately
kept and completed.
3. FINANCE
3.1 CAPITAL COMMITMENTS
Since the Last Accounts Date, the Company has not made or agreed to make
any capital expenditure in excess of (pounds)5,000 per item or
(pounds)50,000 in aggregate nor has it disposed of any capital assets
having a value in excess of (pounds)5,000 per item or (pounds)50,000 in
aggregate.
3.2 DIVIDENDS AND DISTRIBUTIONS
Since the Last Accounts Date, no dividend or other distribution has been
declared, made or paid by the Company.
3.3 BANK AND OTHER BORROWINGS
(a) Details of all bank overdraft and other facilities available to the
Company are set out in the Disclosure Letter.
(b) The total amount borrowed by the Company (as determined in accordance
with the provisions of the relevant instruments) does not exceed any
limitations on its borrowing powers contained in its Articles of
Association or in any debenture or other deed or document binding upon
it.
(c) The Company has no outstanding loan capital, nor has it agreed to
create or issue any such loan capital.
(d) The Company has not factored any of its debts.
(e) Since the Last Accounts Date, the Company has not become liable to
repay any loan or indebtedness in advance of its stated maturity.
(f) The Company has not received written notice from any lenders of money
to it, requiring repayment or intimating the enforcement of any
security any such lender may hold over any of its assets and the
Vendors are not aware of any circumstances which are likely to give
rise to the same.
3.4 LIABILITIES
(a) Since the Last Accounts Date, the Company has not incurred any
liability of a material amount (being an amount in excess of
(pounds)100,000 outside the ordinary course of business.
________________________________________________________________________________
36
________________________________________________________________________________
(b) The Company has not been the tenant of, or a guarantor in respect of,
any leasehold property, other than the Properties, in respect of which
it retains any residual liability.
3.5 GOVERNMENT GRANTS
(a) Details of all grants, subsidies or financial assistance applied for
or received by the Company from any governmental department or agency
or any local or other authority are set out in the Disclosure Letter.
(b) The acquisition of the Company by the Purchaser will not result in the
withdrawal of, or an obligation on the Company to repay, any such
grants, subsidies or financial assistance as is referred to in
paragraph 3.5(a) of this Schedule.
4. TRADING
4.1 CHANGES SINCE LAST ACCOUNTS DATE
(a) Since the Last Accounts Date:
(i) the business of the Company has been carried on in the ordinary
course;
(ii) there are no amounts owing to creditors by the Company which
have been due for more than 3 months;
(iii) no dividend or other distribution (as defined for the purposes
of Section 209 or 210 of ICTA) has been declared, paid or made
by the Company;
(iv) there has been no material adverse change in the financial or
trading position of the Group taken as a whole;
(v) the Company has not entered into any material contract outside
the ordinary course of business;
(vi) none of the directors of the Company has been notified (whether
orally or in writing) that the business of the Company has lost
any significant customer or source of supply.
4.2 EFFECT OF SALE OF SHARES
(a) The Company has not received any written notice and none of its
directors has been notified (whether orally or in writing) that, after
Completion, as a result of the proposed acquisition of the Company by
the Purchaser:
(i) any supplier of the Company will cease supplying it or
substantially reduce its supplies to it;
(ii) any customer of the Company will cease to deal with it or
substantially reduce its existing level of business with it;
(iii) any officer or senior employee of the Company will leave the
employment of the Company except as contemplated by this
Agreement.
(b) So far as the Vendors are aware, compliance with the terms of this
Agreement does not and will not:
________________________________________________________________________________
37
________________________________________________________________________________
(i) conflict with, or result in the breach of, or constitute a
default under, any provision of the Memorandum or Articles of
Association of the Company or any Security Interest, lease,
court order or judgement or injunction by which or to which any
asset of the Company is bound or subject;
(ii) relieve any person from any material contractual obligation to
the Company, or enable any person to terminate any such
obligation;
(iii) result in the creation, crystallisation or enforcement of any
Security Interest on any of the assets of the Company;
(iv) result in any indebtedness of the Company becoming due and
payable prior to its stated maturity.
4.3 CONDUCT OF BUSINESS IN ACCORDANCE WITH MEMORANDA AND ARTICLES OF
ASSOCIATION
(a) The Company has at all times carried on business and conducted its
affairs in accordance with its Memorandum and Articles of Association
for the time being in force.
(b) The Company is empowered and duly qualified to carry on business in
all jurisdictions in which it now carries on business.
4.4 COMPETITION
(a) So far as the Vendors are aware, each Group Company (other than
Egerton Australia and Egerton Inc) is not a party to any agreement
which:
(i) has been registered under the Restrictive Trade Practices Acts
1976 and 1977;
(ii) contravenes Articles 85 and/or 86 of the Treaty of Rome;
(iii) contravenes any other anti-trust, anti-monopoly or anti-cartel
legislation or regulations.
(b) So far as the Vendors are aware, each Group Company (other than
Egerton Australia and Egerton Inc) has not engaged in any anti-
competitive practice as defined in the Competition Act 1980.
(c) So far as the Vendors are aware, neither ▇▇▇▇▇▇▇ Australia nor Egerton
Inc has contravened any legislation applicable in New South Wales or
North Carolina, as the case may be, which prohibits or regulates
business conduct which is anti-competitive.
4.5 LITIGATION
(a) The Company is not engaged in any legal or arbitration proceedings as
plaintiff or defendant. So far as the Vendors are aware, there are no
such proceedings pending or threatened and, so far as the Vendors are
aware, there are no circumstances which are likely to give rise to any
such proceedings.
(b) The Company has not received any written notice of a dispute with any
government or any agency or body acting on behalf of such government
or any other authority in the United Kingdom or elsewhere in relation
to the affairs of the Company, and, so far as
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38
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the Vendors are aware, there are no circumstances which are likely to
give rise to any such dispute.
(c) The Company is not a party to any undertaking or assurance given to
any court or governmental agency which is still in force.
4.6 INSOLVENCY
(a) No order has been made or petition presented or resolution passed for
the winding up of the Company; nor has any distress, execution or
other process been levied in respect of the Company which remains
undischarged; nor is there any unfulfilled or unsatisfied judgement
or court order outstanding against the Company.
(b) No Group Company (other than Egerton Australia and Egerton Inc) is
unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986.
(c) Neither Egerton Australia nor Egerton Inc is insolvent under any
applicable legislation in New South Wales or North Carolina as the
case may be.
4.7 COMPLIANCE WITH STATUTES
So far as the Vendors are aware, the Company has conducted and is
conducting its business in all material respects in accordance with all
applicable laws and regulations whether of the United Kingdom or
elsewhere.
4.8 DATA PROTECTION
(a) A copy of each current registration held by the Company is annexed to
the Disclosure Letter.
(b) The Company has not received any written notice or allegation from
either the data protection registrar or a data subject alleging
material non-compliance with the data protection principles contained
in schedule 1 to the Data Protection Act 1984 or any other provisions
of the Data Protection Act 1984 or prohibiting the transfer of data
to a place outside the United Kingdom.
4.9 DOCUMENTS STAMPED
All documents to which the Company is a party which form part of the title
of the Company in or to any of its property, undertaking or assets and
which attract stamp duty or stamp duty reserve tax have been duly stamped.
4.10 BUSINESS NAMES
The Company does not use a name for any purpose other than its full
corporate name.
4.11 POWERS OF ATTORNEY AND AUTHORITY
(a) No power of attorney given by the Company is in force.
(b) There are not outstanding any authorities (express or implied) by
which any person (other than a director or officer) may enter into
any contract or commitment to do anything on behalf of the Company.
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39
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4.12 LICENCES AND CONSENTS
(a) The Company has obtained all necessary licences and consents from any
person, authority or body for the carrying on of its business as now
carried on (short particulars of each licence and consent being set
out in the Disclosure Letter) and all such licences and consents are
valid and subsisting.
(b) The Company has not received any written notice that it is in breach
of any of the terms or conditions of any such licences or consents
and, so far as the Vendors are aware, there are no circumstances
which are likely to lead to any such licence or consent being revoked
or not being renewed.
4.13 JOINT VENTURES AND PARTNERSHIPS
(a) The Company is not, nor has it agreed to become, a member of any
joint venture, consortium, partnership or other unincorporated
association.
(b) The Company is not, nor has it agreed to become, a party to any
agreement for sharing commissions or other income.
4.14 SUBSISTING CONTRACTS
(a) The Company is not a party to any material contract ([being a
contract which is material to the continued operations of the Company
as now carried on]) which:
(i) is outside the ordinary course of business; or
(ii) is for a fixed term of more than 12 months; or
(iii) is of a long-term nature (that is, unlikely to have been fully
performed in accordance with its terms more than 12 months
after the date on which it was entered into); or
(iv) is incapable of termination by it in accordance with its terms
on 6 months' notice or less; or
(v) is a contract for hire or rent, hire purchase or purchase by
way of credit sale or periodical payment.
(b) There is not now outstanding any agreement allowing any third party
to act as agent of the Company.
(c) The Company is not a party to any distributorship or marketing
agreement, or any other agreement which in any material way restricts
its freedom to carry on the whole or any part of its business in any
part of the world in such manner as it thinks fit.
4.15 DEFAULTS UNDER MATERIAL CONTRACTS
(a) So far as the Vendors are aware, the Company is not in default in any
material respect under any material contract to which it is a party
nor has the Company received any written notice that it is in default
under any material contract to which it is a party.
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40
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(b) So far as the Vendors are aware, no party to any material contract
with the Company is in default in any material respect under such
contract and, so far as the Vendors are aware, there are no
circumstances which are likely to give rise to any such default.
4.16 DEFECTIVE PRODUCTS
The Company has not received any written notice claiming that any product
which the Company has manufactured, sold or supplied is defective in any
material respect.
4.17 PURCHASES AND SALES FROM OR TO ONE PARTY
During the financial period of the Company ended 31 December 1997,
neither more than 25 per cent of the aggregate amount of all the
purchases, nor more than 25 per cent of the aggregate amount of all the
sales, of the Company were obtained or made from or to the same supplier
or customer, as the case may be.
4.18 GUARANTEES AND INDEMNITIES
(a) The Company has not given any guarantee or entered into any agreement
for indemnity or for suretyship for the benefit of any third party
(other than another Group Company) which is still outstanding.
(b) No third party (other than another Group Company) has given any
guarantees or entered into any agreement for indemnity or for
suretyship in favour of the Company which is still outstanding.
4.19 ARRANGEMENTS WITH INSIDERS
(a) Apart from any contract of employment between any of the Vendors and
the Company, there is not now outstanding any contract between the
Company on the one hand and any of the Vendors and/or any Associate
of any of the Vendors on the other hand.
(b) None of the Vendors has any rights or interests in any business
(other than that now carried on by the Company) which are competitive
with the business of the Company as now carried on, save as the
registered holder or beneficial owner of any class of securities of
any company which is listed or traded on any recognised stock
exchange or market.
(c) There is no outstanding indebtedness of any of the Vendors and/or any
Associate of any of the Vendors to the Company.
(d) Except pursuant to any contract of employment between any of the
Vendors and the Company or in respect of directors' fees, there is no
outstanding indebtedness of the Company to any of the Vendors and/or
any Associate of any of the Vendors.
(e) There is not now outstanding any shareholders' agreement between the
Company and any of the Vendors relating to the management of the
Company's affairs.
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41
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5. EMPLOYMENT
5.1 EMPLOYEES AND TERMS OF EMPLOYMENT
(a) True and accurate particulars (as at 1 April 1998) of the identities,
dates of commencement of continuous employment and/or appointment to
office, and the material terms and conditions of employment of all
the employees of the Company are set out in the Disclosure Letter.
(b) True and complete copies of all service agreements between the
Company and any of its directors or officers are attached to the
Disclosure Letter.
(c) There are no consultancy agreements between the Company and any
person.
5.2 BONUS AND OTHER SCHEMES
(a) There are no schemes (whether contractual or discretionary) in
operation by, or in relation to, the Company under which any
director, officer or employee of the Company is entitled to a bonus,
profit-share, commission or remuneration of any other sort (whether
calculated by reference to the whole or part of the turnover,
profits/losses or sales of the Company or otherwise).
(b) The Company has not registered a profit-related pay scheme under the
provisions of Part V Chapter III of ICTA.
5.3 CHANGES IN REMUNERATION AND TERMS AND CONDITIONS
Since the Last Accounts Date, no change has been made in the rate of
remuneration or the terms and conditions of employment of any director,
officer or employee of the Company.
5.4 EMPLOYMENT CLAIMS
(a) So far as the Vendors are aware, no employees or former employees
have issued or threatened in writing to issue any court, industrial
tribunal or other proceedings against the Company nor made any claim
against the Company which is likely to give rise to such proceedings.
(b) All subsisting contracts of service to which the Company is a party
are determinable at any time on 3 months' notice or less without
compensation save for pay in lieu.
(c) No director, officer or employee has given or received notice
terminating his employment or office, except as expressly
contemplated in this Agreement, and no such director, officer or
employee will be entitled to give such notice on other than on his
normal terms as a result of the provisions of this Agreement.
(d) There are no severance, redundancy or other agreements conferring any
contractual entitlement on any director, officer or employee to
receive any payment on the termination of his employment (except for
contractual notice pay or as required by law).
5.5 COLLECTIVE AGREEMENTS
The Company has not entered into any recognition or collective agreement
with a trade union or association representing employees.
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42
________________________________________________________________________________
5.6 INDUSTRIAL DISPUTES
Neither the Company nor its directors, officers or employees is involved in
any actual or threatened trade dispute as defined by section 218 of the
Trade Union and Labor Relations (Consolidation) Act 1992.
5.7 PENSIONS
(a) Except pursuant to the Pension Scheme, the Company has not prior to
the date of this Agreement paid, provided, participated in or
------------
contributed towards, and the Company has not proposed and is not under
any obligation, liability or commitment whether established by trust,
contract, board resolution, service agreement, ex-gratia arrangement
or otherwise and whether or not legally enforceable to pay, provide,
participate in or contribute towards, any retirement, death or
disability benefit or otherwise to provide `relevant benefits' within
the meaning of section 612 ICTA for or in respect of any present or
past officer or employee (or any spouse, child or dependent of any of
them) of the Company and no such pension benefit or payment is now
being made voluntarily and no ex-gratia payments in respect of any
person have been or are proposed to be made by the Company to any such
persons.
(b) The Disclosure Letter contains or refers to full details of the
Pension Scheme and all of this information is complete and accurate in
all materials respects.
(c) The Pension Scheme is approved as an approved personal pension scheme
within the meaning of Chapter IV of Part XIV of the Income and
Corporation Taxes Act 1988 and there is no ground on which such
approval may be withdrawn or cease to apply.
(d) All due contributions and expenses including professional fees in
respect of the Pension Scheme payable by the Company have been paid.
(e) All contracts of insurance relating to the Pension Scheme are
enforceable and there is no ground on which the insurers might avoid
liability under them. All premiums payable under such contracts of
insurance have been paid. Without limitation to the foregoing, all
lump sum and pension benefits (other than refunds of contributions)
payable in the event of the death of a member in service are fully
insured, and all contingent benefits are fully secured, with a
reputable insurance company authorised to carry on ordinary long-term
insurance business under the Insurance Companies Act 1982 and no
special terms including as to premiums in relation to that insurance
have been imposed.
(f) No claim has been made or threatened against the Company or the
administrators of the Pension Scheme or against any person whom the
Company or administrators is/are or may be liable to indemnify or
compensate, in respect of any act, event, omission or other matter
arising out of or in connection with the Pension Scheme or any other
retirement, death or disability benefits and the Vendors are not aware
of any circumstances which are likely to give rise to any such claim.
No indemnities have been given to any person in connection with the
Pension Scheme under which the Company may be liable.
(g) Apart from any earnings-related lump sum death-in-service benefits,
the Pension Scheme provides only money purchase benefits (as defined
in The Occupational Pension Schemes (Disclosure of Information)
Regulations 1996 for the beneficiaries and the Company has not given
any written promise or assurance to any beneficiary
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43
________________________________________________________________________________
that his benefits under the Pension Scheme will be calculated wholly
or partly by reference to any person's remuneration or will constitute
any particular amount.
(h) No discretion or power has been exercised under the Pension Scheme in
respect of any employee of the Company to;
(i) augment any benefits;
(ii) admit any person to membership who was not automatically
eligible for membership;
(iii) pay a contribution which would not otherwise be paid.
(i) There are no proposals to make any amendments to the governing
provisions of the Pension Scheme.
(j) So far as the Vendors are aware, the Company has complied with its
obligations in relation to the Pension Scheme.
(k) No change in the benefits under the Pension Scheme has been promised
or is due to be made.
6. ASSETS
6.1 OWNERSHIP OF ASSETS
(a) The Company owns all assets included in the Last Accounts or
subsequently acquired by it since the Last Accounts Date except for
any assets subsequently sold or realised.
(b) There is no Security Interest on or over any of the assets of the
Company except for:
(i) those which are subject to any equipment lease, or hire, hire
purchase or credit sale agreement; or
(ii) retention of title provisions in respect of goods and materials
supplied to the Company in the ordinary course of business; or
(iii) liens arising in the ordinary course of business by operation of
law.
6.2 STOCK
So far as the Vendors are aware, the stock of the Company is capable of
being sold in the ordinary course of its business.
6.3 PLANT
The plant, machinery, vehicles and other equipment used in connection with
the business of the Company are in a reasonable condition and in
satisfactory working order and have been regularly and properly maintained.
6.4 INSURANCE
All insurance effected by the Company, the details of the policies in
respect of which are set out in the Disclosure Letter, is currently in full
force and effect and, so far as the Vendors are
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44
________________________________________________________________________________
aware, nothing has been done or omitted to be done which could make any
policy of insurance void or voidable or which is likely to result in an
increase in premium. No claim is outstanding under any of such policies.
6.5 INTELLECTUAL PROPERTY RIGHTS
(a) So far as the Vendors are aware, all Intellectual Property Rights used
by the Company in connection with its business are vested in and
beneficially owned by the Company or the Company is entitled to use
such Intellectual Property Rights.
(b) The Company identified in Schedule 4 in relation to the registered
Intellectual Property Rights listed in that Schedule is registered as
the proprietor of such registered Intellectual Property Rights.
(c) So far as the Vendors are aware, no right or licence has been granted
to any person by the Company to use in any manner or to do anything
which would or might otherwise infringe any of the registered
Intellectual Property Rights listed in Schedule 4 and, so far as the
Vendors are aware, no act has been done or omission permitted by the
Company whereby they or any of them have ceased to be valid and
enforceable and/or (in the case of any pending applications so listed)
incapable of grant.
(d) So far as the Vendors are aware, the business of the Company (and of
any licensee under a licence granted by the Company) as now carried on
does not infringe any Intellectual Property right of any other person
(or would not do so if the same were valid) or give rise to a
liability to pay compensation pursuant to Sections 40 and 41 of the
Patents Act 1977.
(e) So far as the Vendors are aware, the Company has not (otherwise than
in the ordinary course of business) disclosed or, so far as the
Vendors are aware, permitted to be disclosed or undertaken or arranged
to disclose to any person other than the Purchaser any of its
Confidential Business Information.
(f) The Company is not a party to any written secrecy agreement which may
materially restrict the use or disclosure of information.
(g) So far as the Vendors are aware, nothing has been done or omitted by
the Company which would enable any licence granted to or by the
Company to be terminated or which in any way constitutes a breach of
terms of any such licence.
(h) So far as the Vendors are aware, neither the performance nor the
functionality of any of the computer systems and/or computer software
which is currently used by the Company for the purposes of its
business will be materially and adversely affected by the changes to
the date format caused by the advent of the year 2000.
(i) The Company has not received any written notice that the Intellectual
Property Rights or any of them are being infringed, attacked or
opposed by any party and none of ▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇. ▇. ▇▇▇▇▇▇▇,
▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇. ▇▇▇▇▇▇ and
▇▇ ▇. ▇▇▇▇▇▇▇▇ has any knowledge that the Intellectual Property Rights
or any of them are being infringed, attacked or opposed by any party.
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45
________________________________________________________________________________
7. PROPERTIES
7.1 PROPERTIES
(a) The Properties comprise all the properties owned, occupied or
otherwise used in connection with the business of the Company. The
particulars of the Properties shown in Part 1 of Schedule 3 are true
and correct.
(b) The information contained in Part 2 of Schedule 3 as to the tenure of
the Properties, the principal terms of the leases or licences, held by
any Group Company, and the principal terms of the tenancies and
licenses subject to and with the benefit of which the Properties are
held is true and accurate in all respects.
(c) The present use of each of the Properties is correctly stated in Part
4 of Schedule 3.
7.2 ENCUMBRANCES
The Properties are free from any Security Interest.
7.3 PLANNING MATTERS
The use of each of the Properties is the lawful use for the purposes of the
Planning Acts.
7.4 LEASEHOLD PROPERTIES
The Company has paid the rent and has not received any written notice that
it has failed to observe and perform the covenants on the part of the
tenant and the conditions contained in any lease (which expression includes
any underlease) under which the Properties are held, and the last demand
(or receipts for rent if issued) were unqualified, and all such leases are
valid and in full force save that the Company shall not give any warranty
as to the covenants set out in sections 3 and 4 of the Law of Property Act
1994 for the consequences of any breach of the terms of any lease
concerning the condition of the Properties.
7.5 TENANCIES
No tenancies exist by virtue of which any third party is entitled to occupy
any part of any of the Properties.
7.6 PRELIMINARY ENQUIRIES
All replies to preliminary enquiries raised by the Purchaser's Solicitors
are true, complete and accurate in all material respects.
8. TAXATION
8.1 Save as disclosed or provided for in the Last Accounts, there is no
existing, contingent or deferred liability for Taxation including (but
without prejudice to the generality of the foregoing) liability for
Taxation which would arise on the Company ceasing to trade or on its
ceasing to use or occupy any asset for the purposes of its trade or on its
disposing of any asset at its book value as shown in the Last Accounts or
which might arise as a result of the execution or Completion of this
Agreement or by reason of the Company otherwise ceasing to be a member of a
group of companies or which might arise in the event of any other person
failing to pay any tax charged, assessed or payable by such other person
(including any liability for Taxation which might arise as a result of two
or more such events) but excluding any
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46
________________________________________________________________________________
liability for Taxation which arises solely as the result of the realisation
by the Company of trading stock or work in progress in the ordinary course
of its business and no material changes in the assets and liabilities as
shown in the Last Accounts have occurred since the Last Accounts Date which
might result in any such liability.
8.2 The amount of the provision for deferred Taxation contained in the Last
Accounts was, at the date the Last Accounts were prepared, adequate and
fully in accordance with accountancy practice as generally accepted in the
United Kingdom or in any other country in which any of the Subsidiaries
operates, where appropriate.
8.3 Since the Accounts Date:
8.3.1 no disposal has taken place or other event occurred which will or
may have the effect of crystallising a liability to taxation
which should have been included in the provision for deferred
taxation contained in the Accounts if such a disposal or other
event had been planned or predicted at the date on which the
Accounts were drawn up;
8.3.2 no payment has been made to the Company to which Section 601 of
the Taxes Act applies (pension scheme surpluses: payments to
employers).
8.4 The Company has duly complied with all requirements imposed upon it by the
Taxation Statutes within time limits prescribed therein and in particular
has:
(a) properly kept all records and documents so required to be kept;
(b) properly and punctually made all returns and given all notices
and provided full accurate and complete information to the Inland
Revenue, HM Customs and Excise and any other fiscal or
governmental body (including overseas tax authorities) as
required by them and all such returns and notices were and remain
complete and accurate in all material respects and were made on a
proper basis and the Covenantors are not aware of any
circumstances which will give rise to any dispute with a Taxation
Authority;
(c) paid all Taxation charged, assessed, levied or payable in
accordance with the Taxation Statutes as and when it became due;
(d) deducted or withheld tax from all payments where the Taxation
Statutes require such deduction or withholding and accounted to
the Inland Revenue or other appropriate fiscal or governmental
body for tax so deducted or withheld;
(e) made all claims necessary to obtain relief from Taxation under
the Taxation Statutes;
(f) where appropriate, duly applied for and received all taxation
clearances provided for by the Taxation Statutes.
8.5 The Company is not liable and has not since the Last Accounts Date been
liable to pay any interest, penalty, fine or sum of a similar nature in
respect of Taxation and there is in existence no Inland Revenue charge over
or in respect of any of the Company's assets imposed by Section 237
Inheritance Tax Act 1984.
8.5.1 the Company has duly submitted all claims and disclaimers which
have been assumed to have been made for the purpose of the Last
Accounts and any which have not been submitted are listed in the
Disclosure Letter.
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47
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8.5.2 all clearances obtained by the Company have been properly
obtained and all information supplied to the Inland Revenue, H.M.
Customs and Excise or other fiscal or governmental body (whether
in the UK or elsewhere) in connection with such clearances was
complete and accurate in all respects and any transaction for
which such clearance was obtained has been carried out only in
accordance with the terms of the clearance given therefor and the
application on which the clearance was based;
8.5.3 insofar as the Vendors are aware all material arrangements,
agreements or undertakings, between the Company and the Inland
Revenue, H.M. Customs & Excise or other fiscal or governmental
body (whether in the UK or elsewhere) regarding or affecting the
Taxation treatment of the Company have been disclosed in the
Disclosure Letter.
8.6 The Company is not in dispute with the Inland Revenue, HM Customs and
Excise or any other fiscal or governmental authorities (whether of the UK
or elsewhere) and the Vendors are not aware of any circumstances which are
likely to give rise to such a dispute and in particular, (but without
prejudice to the generality of the foregoing) the Company has not within
the last six years been a party to, entered into, or been involved with any
arrangement or artificial scheme the main purpose or object or one of the
main purposes or objects of which was the avoidance or deferral of
Taxation.
8.7 The Company and each of the UK resident subsidiaries is duly registered and
is a taxable person for the purposes of value added tax and is not a member
of a group which includes any company other than the Group Companies of
which the representative member is ▇. ▇. ▇▇▇▇▇▇▇ Limited (the
"REPRESENTATIVE MEMBER") and has never been registered for such purposes
otherwise than as a part of such group and no company (other than the
Company or one of the Subsidiaries) is or has ever been a member of such
group.
8.7.1 The Representative Member:
8.7.1.1 has complied with and observed in all respect the terms
of the Value Added Tax Act 1994 and Section 10 of the
FA 1985 and all regulations made or notices issued
thereunder and has maintained and obtained full,
complete, correct and up-to-date records, invoices and
other records (as the case may be) appropriate or
requisite for the purposes thereof;
8.7.1.2 is not in arrears with any payments or returns or
notifications under such legislation, regulations or
notices or liable to any abnormal or no-routing payment
or any forfeiture or penalty or interest or surcharge
provisions contained therein;
8.7.2 the Company neither is nor has agreed to become, an agent,
manager or factor (for the purposes of Section 47 of the Value
Added Tax Act 1994) of any person who is not resident in the
United Kingdom.
8.7.3 no claims have been or could be made by the Company under Section
36 of the Value Added Tax Act 1994 (refund of tax in cases of bad
debts);
8.7.4 the Company holds no interest in any buildings or land in respect
of which the Company or any other person has made an election to
waive the exemption to value added tax in accordance with the
provisions of paragraph 2 of Schedule 10 to the
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48
________________________________________________________________________________
Value Added Tax 1994, nor is the Company contractually committed
(contingently or otherwise) to receive any supply in respect of
which such an election has been made;
8.8 Since the Last-Accounts Date, no material expenditure has been incurred or
is or has become liable to be incurred after that date which will not be
wholly deductible in computing the taxable profits of the Company except
for expenditure on the acquisition of an asset to be held otherwise than as
stock in trade, details of which are set out in the Disclosure Letter.
8.9 All revenue sums payable under any obligation incurred by the Company prior
to Completion and which will continue to find the Company after completion
have been and to the best of the Covenantors knowledge, information and
belief will continue to be deductible for corporation tax purposes, either
in computing the profit of the Company as the case may be or in computing
the corporation tax chargeable on the Company.
8.10 The Disclosure Letter given full details of all claims or surrenders of
group relief pursuant to ICTA Part X Chapter IV (Group relief) and all
surrenders or claims for advance corporation tax pursuant to Section 240
ICTA whether for payment or otherwise and of any special arrangements with
respect to group relief made pursuant to Inland Revenue Statement of
Practice SP 10/93.
8.11 The Company has not adopted nor operates nor is part of any scheme
approved, or for which approval has been or is to be sought, under Section
202 of the ICTA (Charities: Payroll Deduction Scheme).
8.12 CAPITAL GAINS
8.12.1 No Taxation liability would be incurred (or would have been
incurred but for the availability of any relief, allowance,
deduction or credit) by the Company on a disposal by it of all or
any of its assets for;
8.12.1.1 in the case of each asset owned by it at the Last
Accounts Date a consideration equal to the value
attributed to that asset in preparing the
Accounts; or
8.12.1.2 in the case of any asset acquired since the Last
Accounts Date, a consideration equal to the
consideration given for the asset;
8.12.2 no loss which might accrue on the disposal of the Company or
any asset is liable to be reduced or eliminated by the
application of Section 35(3) or (4) TCGA (exclusion of
rebasing);
8.12.3 as at the Last Accounts Date the Company has no allowable
capital losses available for carry forward pursuant to
Section 8 TCGA;
8.12.4 no loss which might accrue on the disposal by the Company of
any shares in, or securities of, a company is liable to be
reduced by virtue of a deprecatory transaction, as defined
in Section 176 of the TCGA (including a distribution treated
as a deprecatory transaction by virtue of Section 281 of the
ICTA (dividend stripping);
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49
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8.12.5 nothing has been done in circumstances such that Section 30 TCGA
(value shifting) has or may or will have effect in relation to
the disposal of an asset by the Company.
8.13 CAPITAL EXPENDITURE
8.13.1 All capital expenditure, other than expenditure on land and
buildings which is not capable of qualifying for industrial
buildings allowances, incurred by the Company or which may be
incurred under any continuing obligation has qualified or will
qualify for capital allowances;
8.13.2 the Disclosure Letter gives full details of all claims for and
disclaimers of capital allowances and of the manner in which such
allowances have been given;
8.13.3 the Company has not since the Accounts Date done or omitted to do
or agreed to do, or permitted to be done, any act as a result of
which there may be made a balancing charge under the CAA 1990 or
a withdrawal of first year allowances or recovery or excess
relief within Section 46 or Section 47 CAA 1990;
8.13.4 the Company has incurred no expenditure on the provision of
machinery or plant for leasing (the meaning of which is, for this
purpose, as extended by Section 50 of the CAA 1990);
8.13.5 the Company has not made any election under Section 37 CAA 1990
(short life assets) nor is taken to have made such an election
under sub-section (8)(c) thereof.
8.14 CLOSE COMPANIES
8.14.1 The Company has no liability to taxation arising as a consequence
of being a close company.
8.15 DISTRIBUTIONS
8.15.1 Since 6/th/ April 1965 the Company has not made any repayment of
share capital to which Section 210 of the ICTA applies or issued
any share capital paid up otherwise than by the receipt of new
consideration within the meaning of Part VI of the ICTA.
8.15.2 the Company has not been concerned in any exempt distribution
within Section 213 to the ICTA within the period of six years
preceding Completion;
8.15.3 the Company has not issued any share capital which is of a
relevant class as defined in Section 249(2) of the ICTA (stock
dividends) nor does the Company own any such share capital;
8.15.4 the Company has not made an election to treat any dividend paid
or to be paid by it as a foreign income dividend pursuant to
Section 246A of the ICTA and the Company is not an international
headquarters company for the purposes of s.246S of the ICTA.
________________________________________________________________________________
50
________________________________________________________________________________
8.16 RESIDENCE
8.16.1 The Company and the Subsidiaries are each resident for tax
purposes in their respective countries of incorporation and
have no Taxation Liability in any other country.
8.16.2 Egerton Australia Pty Limited has at all times properly and
accurately filed all returns required by the Australian Tax
Office and has created and maintained all appropriate and
necessary supporting documentation on which these returns were
based.
8.16.3 As at 31/st/ December 1996 the class C franking account balance
was a surplus of AUS$2,000,861. No dividends have been paid by
Egerton Australia Pty Limited since that date which would have
the effect of reducing the amount of that surplus.
8.16.4 Egerton Australia Pty Limited has sought to comply with the
Australian transfer pricing legislation contained in Division
13 of the Income Tax Assessment Act. The prices charged for
goods and services provided or received from international
related parties are considered to have been at arms length.
8.16.5 Egerton Australia Pty Limited has at all times complied with
the acceptable debt to equity ratios prescribed in Division 16F
of the Income Tax Assessment Act.
8.17 MISCELLANEOUS TAXES
8.17.1 Neither the shares of the Company, nor any property owned by
the Company, are subject to any charge imposed by H.M. Customs
and Excise or any other fiscal or governmental authority
(whether in the UK or elsewhere).
8.17.2 No circumstances exist such that a power of sale could be
exercised in relation to any shares, securities or other assets
of the Company pursuant to Section 212 of the Inheritance Tax
Act 1984 (contingent liability of transferee for unpaid capital
transfer tax or inheritance tax).
8.17.3 Each of the statements in this Schedule 4 would be true and
accurate in relation to each of the Subsidiaries if for
references to the Company or to any of the Group Companies
there were substituted references to that Subsidiary.
8.17.4 At no time during the past three years have the activities of
the Company or any Subsidiary ceased or the scale of such
activities become small or negligible. No arrangements have
been or will be made before Completion such that the activities
of the Company or any Subsidiary shall cease or the scale of
such activities become small or negligible. The condition in
Section 767A(6) has not been met by the Company or any of its
subsidiaries.
8.17.5 All transactions between Group Companies have been at arm's
length.
8.17.6 The employees and directors of each of the Group Companies have
fully reimbursed the relevant Company for any and all private
use made by them of all assets of any of the Group Companies
and all loans made to connected
________________________________________________________________________________
51
________________________________________________________________________________
persons were made at a commercial rate of interest and have
been repaid in full with interest.
SCHEDULE 3
PART 1 - BRIEF DESCRIPTION OF THE PROPERTIES
1. Freehold premises known as Factory ▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇.
2. Freehold premises situate at ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
3. Leasehold premises at Central House, Leesons Hill, Orpington, Kent as the
same are comprised in a Lease dated 31/st/ May 1985 made between National
Westminster Bank plc (as trustee of the Scottish Amicable Exempt Property
Trust) (1) and Amalgamated Foods Limited (2).
4. Leasehold premises known as Units 2 and ▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
as the same are comprised in a Lease dated 4/th/ December 1981 made between
Vistalodge Limited (1) and Egerton Connectors Limited (2).
5. Leasehold premises known as ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ as the same are comprised in a Lease dated 1/st/ March 1990 made
between Lancashire County Council (1) and Century Oils Limited (2).
6. Leasehold premises known as ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ as the same are comprised in a Supplemental Lease dated 19/th/
August 1996 made between Lancashire County Council (1) and ▇ ▇ ▇▇▇▇▇▇▇
(Holdings) plc (2).
7. Leasehold premises known as ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇ as the same are comprised in a Sub-Lease and Agreement dated 1/st/
September 1995 made between Hub Fabricating Company(1) and ▇ ▇ ▇▇▇▇▇▇▇
Inc. (2).
8. Leasehold premises known as ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ as the
same are comprised in a Lease dated 1/st/ April 1995 between Saguni Pty
Limited (1) and Egerton Australia Pty Limited (2).
PART 2 - LEASES OR LICENCES VESTED IN OR OF THE COMPANY
1. A Lease dated 31/st/ May 1985 made between National Westminster Bank plc
(as trustee of the Scottish Amicable Exempt Property Trust) (1) and
Amalgamated Foods Limited (2) for premises known as Central House, Leesons
Hill, Orpington, Kent for a term of 25 years commencing on 25 March 1985 at
a current rental of (pounds)205,000.00 per annum.
2. A Lease dated 4/th/ December 1981 made between Vistalodge Limited (1) and
Egerton Connectors Limited (2) for premises known as Units 2 and 3, 47
Leesons Hill, Orpington, Kent for a term of 21 years commencing on 24 June
1981 at a current rental of (pounds)48,000.00 per annum.
3. A lease dated 1/st/ March 1990 made between Lancashire County Council (1)
and Century Oils Limited (2) for premises known as ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ for a term of 20 years commencing on
19 February 1990 at a current rental of (pounds)11,500.00 per annum.
4. A Supplemental Lease dated 19/th/ August 1996 made between Lancashire
County Council (1) ▇ ▇ ▇▇▇▇▇▇▇ (Holdings) plc (2) for premises known as ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
________________________________________________________________________________
52
_______________________________________________________________________________
Warrington, Cheshire for a term of 5 years commencing on 1 May 1996 at a
current rental of (pounds)11,750.00 per annum.
5. A Sub-Lease and Agreement dated 1/st/ September 1995 made between Hub
Fabricating Company (1) and ▇ ▇ ▇▇▇▇▇▇▇ Inc. (2) for premises known as ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ from 1 September 1995 on a
month by month basis at a current rental of US$375.00 per month.
6. A Lease dated 1/st/ April 1995 between Saguni Pty Limited (1) and Egerton
Australia Pty Limited (2) for premises known as ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ for a term of 5 years commencing on 1 April 1995
at a current rental of A$225,000.00 per annum.
PART 3 - LEASES, TENANCIES AND RIGHTS OF OCCUPATION OF THIRD PARTIES
None
PART 4 - PRESENT USE OF EACH OF THE PROPERTIES
▇ ▇▇▇▇▇▇▇ ▇▇.▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇: Light manufacturing, offices
and warehousing.
2. ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇: Plastics
processing manufacturing, offices and warehousing.
3. Central House, Leesons Hill, Orpington, Kent: Light manufacturing, offices
and warehousing.
4. Units 2 and 3, 47 Leesons Hill, Orpington Kent: Light assembly and
warehousing.
5. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇: Light assembly,
offices and warehousing.
6. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇: Light assembly,
offices and warehousing.
________________________________________________________________________________
53
________________________________________________________________________________
SCHEDULE 4
REGISTERED INTELLECTUAL PROPERTY RIGHTS
-------------------------------------------------------------------------------------------
MARK REGISTERED REGISTERED COUNTRY CLASS REGISTRATION
PROPRIETOR NUMBER DATE
-------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ and 2 ▇ ▇ ▇▇▇▇▇▇▇ 2013470 Great 9 and 17 9 March 1995
hands device (Holdings) Plc Britain
(series of 2
marks)
-------------------------------------------------------------------------------------------
PATENTS AND PATENT APPLICATIONS
SEE OVER
________________________________________________________________________________
54
-----------------------------------------------------------------------------------------------------------------------------------
OUR REFERENCE SHORT TITLE APPLICATION NO REG. NO APPLICANT FILING DATE NEXT FEE DUE STATUS
P55975D WO MULTI-CABLE GLAND II GB93/02398 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 22/11/1993 abandoned
P54036F AU TERMINAL BLOCK 20599/83 557893 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 26/10/1983 abandoned
P54036F GB TERMINAL BLOCK 8328274 2129630 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 21/10/1983 21/10/1998 Granted
P54036F MY TERMINAL BLOCK 107/1987 107/1987 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 08/07/1986 21/10/1998 Granted
P55297H GB TAPER CONTACT 8432561 2168858 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 21/12/1984 21/12/1998 Granted
P55297H US TAPER CONTACT 811388 ▇ ▇ ▇▇▇▇▇▇▇ LTD 20/12/1985 abandoned
P55299H GB STRIPPING TOOL 8509701 2173958 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 16/04/1985 16/04/1998 Granted
P55300F GB TERMINAL BLOCK 8513089 2176062 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 23/05/1985 23/05/1998 Granted
P55301H BR CABLE ENTRY SEAL P18602396 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 27/05/1986 abandoned
P55301H CA CABLE ENTRY SEAL 508167 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 01/05/1986 abandoned
P55301H ES CABLE ENTRY SEAL 296924 296924 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 22/05/1986 abandoned
P55301H FR CABLE ENTRY SEAL 8610022 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 09/07/1986 abandoned
P55301H GB CABLE ENTRY SEAL 8531059 2171855 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 17/12/1985 17/12/1998 Granted
P55301H IE CABLE ENTRY SEAL 1161/R6 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 01/05/1986 abandoned
P55301H IT CABLE ENTRY SEAL 48073-A/86 1191933 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 28/05/1986 abandoned
P55301H JP CABLE ENTRY SEAL 61-129367 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 05/06/1986 abandoned
P55301H US CABLE ENTRY SEAL 860562 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 07/05/1986 abandoned
P55301H ZA CABLE ENTRY SEAL 86/3412 86/3412 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 07/05/1986 abandoned
P55461H GB CABLE STRIPPER II 8825215.0 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 27/10/1988 abandoned
P55790D GB TEST ACCESS POINTS 9120612.8 2260036 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 28/09/1991 28/09/1998 Granted
P55826D GB MODULAR CONNECTOR 9124355.0 2261773 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 15/11/1991 15/11/1997 Granted
P55790D US TEST ACCESS POINTS 08/154161 5399100 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 17/11/1993 21/09/1998 Granted
P55966H GB PERSONALITY CONNECTOR 9302586.4 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1993 abandoned
P55975H GB MULTI-CABLE GLAND II 9224505.9 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 23/11/1992 abandoned
P55978H GB MULTI-CABLE GEL GLAND 9225419.2 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 04/12/1992 abandoned
P56270D GB BACK TO BACK CONNECTOR 9419581.5 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 29/09/1994 Pending
P55966D MY PERSONALITY CONNECTOR P19400308 MY-10996 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 09/02/1994 31/10/1998 Granted
P55966D WO PERSONALITY CONNECTOR GB94/00209 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 abandoned
P56429D GB READY ACCESS CLOSURE 9600790.1 229/H10 ▇ ▇ ▇▇▇▇▇▇▇ LTD 15/01/1996 15/01/2000 Granted
P56356D GB CLOSURE APPARATUS 9526490.9 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 22/12/1995 Pending
P55826D1GB MODULAR CONNECTOR 9508455.4 2287367 ▇ ▇ ▇▇▇▇▇▇▇ LTD 15/11/1991 15/11/1998 Granted
P56518D GB TERMINAL BLOCK 9514400.2 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 14/07/1995 Pending
P55966D AU PERSONALITY CONNECTOR 60071/94 669270 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 10/02/1998 Pending
P55966D US PERSONALITY CONNECTOR 08/491972 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 Pending
P55966D AT PERSONALITY CONNECTOR 94906314.3 E140562 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 10/02/1998 Granted
P55366D CH PERSONALITY CONNECTOR 94906314.3 0683925 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 10/02/1998 Granted
P55966D DE PERSONALITY CONNECTOR 94906314.3 0683925 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 10/02/1998 Granted
P55966D EP PERSONALITY CONNECTOR 94906314.3 0683925 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 Granted
P55966D ES PERSONALITY CONNECTOR 94906314.3 0683925 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 10/02/1998 Granted
------------------------------------------------------------------------------------------------------------------------------------
55
___________________________________________________________________________________________________________________________________
OUR REFERENCE SHORT TITLE APPLICATION NO REG. NO APPLICANT FILING DATE NEXT FEE DUE STATUS
P55966D FR PERSONALITY CONNECTOR 94906314.3 0683925 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 10/02/1998 Granted
P55966D GB PERSONALITY CONNECTOR 94906314.3 0683925 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 10/02/1998 Granted
P55966D IE PERSONALITY CONNECTOR 94906314.3 0683925 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 10/02/1998 Granted
P55966D IT PERSONALITY CONNECTOR 94906314.3 0683925 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 10/02/1998 Granted
P55966D PT PERSONALITY CONNECTOR 94906314.3 0683925 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/02/1994 10/02/1998 Granted
P55975D EP MULTI-CABLE GLAND II 94900908.8 0670086 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 22/11/1993 Granted
P55975D CH MULTI-CABLE GLAND II 94900908.8 0670086 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 22/11/1993 Abandoned
P55975D ED MULTI-CABLE GLAND II 94900908.8 0670086 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 22/11/1993 Abandoned
P55975D ER MULTI-CABLE GLAND II 94900908.8 0670086 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 22/11/1993 Abandoned
P55975D GB MULTI-CABLE GLAND II 94900908.8 0670086 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 22/11/1993 Abandoned
P55975D ER MULTI-CABLE GLAND II 702067/95 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 22/11/1993 abandoned
P55975D US MULTI-CABLE GLAND II 08/436147 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 10/07/1995 ABANDONED
P56611D GB UNIVERSAL CONNECTOR 9602210.8 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 03/02/1996 ABANDONED
MODULE
P56613D GB FLUTED CONNECTOR 9610396.5 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 17/05/1996 Pending
P56613D MY CONNECTOR UNIT PI 9605090 ▇ ▇ ▇▇▇▇▇▇▇ Limited 04/12/1996 Pending
P56429D MY CLOSURE APPARATUS ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 05/02/1996 Pending
P56429D WO CLOSURE APPARATUS GB96/00136 ▇ ▇ ▇▇▇▇▇▇▇ LIMITED 23/01/1996 abandoned
P56817D GB UNIVERSAL CONNECTOR 9625961.9 ▇ ▇ ▇▇▇▇▇▇▇ Limited 13/12/1996 Pending
MODULE II
P56822D GB PROTECT ROCKER BLOCK 9625307.5 ▇ ▇ ▇▇▇▇▇▇▇ Limited 05/12/1996 Pending
P56823D GB BRAKE CONNECTOR 9625131.9 ▇ ▇ ▇▇▇▇▇▇▇ Limited 03/12/1996 abandoned
P56613D EP DISCONNECT MODULE 96308734.1 ▇ ▇ ▇▇▇▇▇▇▇ Limited 03/12/1996 03/12/1998 Pending
P56613D AU FLUTED CONNECTOR 74126/96 ▇ ▇ ▇▇▇▇▇▇▇ Limited 04/12/1996 04/12/1998 Pending
P56613D US CONNECTOR UNIT 08/761162 ▇ ▇ ▇▇▇▇▇▇▇ Limited 06/12/1996 Pending
P56958D GB PROTECTED MINI ROCKER 9705714.5 ▇ ▇ ▇▇▇▇▇▇▇ Limited 19/03/1997 Pending
P56976D GB THREE WAY TEST PORT 9705714.7 ▇ ▇ ▇▇▇▇▇▇▇ Limited 09/04/1997 Pending
P56822D EP PROTECT ROCK BLOCK 97308147.4 ▇ ▇ ▇▇▇▇▇▇▇ Limited 14/10/1997 14/10/1999 Pending
P57165D GB BLOCK TERMINAL WITH 9724219.2 ▇ ▇ ▇▇▇▇▇▇▇ Limited 18/11/1997 Pending
SOFT DIAL
P56822D MY TELECOMMUNICATIONS P1 9704512 ▇ ▇ ▇▇▇▇▇▇▇ Limited 26/09/1997 Pending
APPARATUS
P56958D EP PROTECTED MINI ROCKER 98302000.9 ▇ ▇ ▇▇▇▇▇▇▇ Limited 17/03/1998 17/03/2000 Pending
P57271D GB THREE WAY TEST PORT II 9803076.0 ▇ ▇ ▇▇▇▇▇▇▇ Limited 16/02/1998 Pending
P57349D WO THREE WAY TEST PORT PCT/GB98/00870 ▇ ▇ ▇▇▇▇▇▇▇ Limited 08/04/1998 Pending
T33869D GB EGERTON 2013470 2013470 ▇ ▇ ▇▇▇▇▇▇▇ (Holdings) 09/03/1995 09/03/2005 Granted
Limited
___________________________________________________________________________________________________________________________________
56
________________________________________________________________________________
SIGNED by ▇▇▇ ▇▇▇▇▇▇▇▇▇ )
▇▇▇▇▇▇▇▇ in the presence of: )
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ )
▇▇▇▇▇▇▇▇ in the presence of: )
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SIGNED by ▇▇▇▇▇▇▇ ▇▇▇ )
▇▇▇▇▇ in the presence of: )
/s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ )
SIGNED by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ )
▇▇▇▇▇ in the presence of: )
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ )
SIGNED by ▇▇▇▇▇▇▇ SYDNEY )
▇▇▇▇▇▇▇▇ in the presence of: )
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SIGNED by ▇▇▇▇▇▇▇▇ )
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the )
presence of: )
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SIGNED by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ )
▇▇▇▇▇ and ▇▇▇▇▇▇▇ P )
▇▇▇▇▇ as Trustees for the R F )
▇▇▇▇▇▇▇▇ Settlement for the Children )
of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in the presence )
of: )
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
SIGNED by ▇▇▇▇▇▇▇ ▇▇▇ )
▇▇▇▇▇ and ▇▇▇▇▇▇▇ )
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as Trustees of )
the ▇ ▇ ▇▇▇▇▇▇▇▇ Settlement for the )
Children of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ in the )
presence of: )
/s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
________________________________________________________________________________
57
________________________________________________________________________________
SIGNED by ▇▇▇▇▇▇▇ SYDNEY )
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ )
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as )
Trustees of the ▇ ▇ ▇▇▇▇▇▇▇▇ )
Settlement for the children of ▇▇▇▇▇▇▇ )
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the presence of: )
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SIGNED by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ )
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ )
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Trustees )
of the ▇ ▇ ▇▇▇▇▇▇▇▇ Life Interest )
Settlement dated 30 June 1997 in the )
presence of: )
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SIGNED by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ )
▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ )
▇▇▇▇▇ and ▇▇▇▇▇▇▇ SYDNEY )
▇▇▇▇▇▇▇▇ as Trustees of the )
▇ ▇ ▇▇▇▇▇▇▇▇ Grandchildren's )
Settlement dated 1 July 1997 in the )
presence of: )
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SIGNED by ▇▇▇ ▇▇▇▇▇▇▇▇▇ )
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ )
COUSINS as trustees of the life )
interest trust of ▇▇▇ ▇▇▇▇▇▇▇▇▇ )
▇▇▇▇▇▇▇▇ in the presence of: )
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
SIGNED by ▇▇▇▇▇▇▇ SYDNEY )
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ )
COUSINS as trustees of the life )
interest trust of ▇▇▇▇▇▇▇ Sydney )
▇▇▇▇▇▇▇▇ in the presence of: )
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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SIGNED by FELICITY CHARLOTTE )
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ )
as trustees of the life )
interest trust of Felicity )
Charlotte Thompson in the )
presence of: )
/s/ Felicity Charlotte Thompson
/s/ Peter John Cousins
SIGNED by ALLISON ANN SWIFT and )
PETER JOHN COUSINS as trustees )
of the life interest trust of )
Allison Ann Swift in the )
presence of: )
/s/ Allison Ann Swift
/s/ Peter John Cousins
SIGNED by JANE ELIZABETH DAVIS )
and PETER JOHN COUSINS as )
trustees of the life interest )
trust of Jane Elizabeth Davis )
in the presence of: )
/s/ Jane Elizabeth Davis
/s/ Peter John Cousins
SIGNED by WILLIAM BEAUMONT )
SWIFT and PETER JOHN COUSINS as )
trustees of the life interest )
trust of William Beaumont Swift )
in the presence of: )
/s/ William Beaumont Swift
/s/ Peter John Cousins
SIGNED by MURIEL CAMPBELL )
THOMPSON and PETER JOHN COUSINS )
as trustees of the life )
interest trust of Muriel )
Campbell Thompson in the )
presence of: )
/s/ Muriel Campbell Thompson
/s/ Peter John Cousins
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SIGNED by CHRISTOPHER BERKELEY )
DAWSON in the presence of: )
/s/ Christopher Berkeley Dawson
SIGNED by KERRY ANNE DAWSON in )
the presence of: )
/s/ Kerry Anne Dawson
SIGNED by PATRICIA MARSHALL )
BAPTY in the presence of: )
/s/ Patricia Marshall Bapty
SIGNED by PATRICIA MARSHALL )
BAPTY and ARTHUR ALLAN BAPTY as )
Trustees of the P M Bapty )
Settlement for her Daughters )
dated 30 June 1997 in the )
presence of: )
/s/ Patricia Marshall Bapty
/s/ Arthur Allan Bapty
SIGNED by PATRICIA MARSHALL )
BAPTY and ARTHUR ALLAN BAPTY as )
Trustees of the P M Bapty )
Settlement for her )
Grandchildren dated 30 June )
1997 in the presence of: )
/s/ Patricia Marshall Bapty
/s/ Arthur Allan Bapty
SIGNED by ARTHUR ALLAN BAPTY )
and PATRICIA MARSHALL BAPTY as )
Trustees of the A A Bapty )
Settlement for his Children )
dated 30 June 1997 in the )
presence of: )
/s/ Arthur Allan Bapty
/s/ Patricia Marshall Bapty
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SIGNED by PATRICIA )
MARSHALL BAPTY and )
EDMUND PROBERT as trustees of )
the life interest trust of Patrica )
Marshall Bapty in the presence of: )
/s/ Patricia Marshall Bapty
/s/ Edmund Probert
SIGNED by DR ARTHUR ALLAN )
BAPTY and EDMUND PROBERT )
as trustees of the life interest trust )
of Dr Arthur Allan Bapty in the presence )
of )
/s/ Dr Arthur Allan Bapty
/s/ Edmund Probert
SIGNED by CHRISTOPHER )
BERKELEY DAWSON and EDMUND PROBERT )
as trustees of the life interest trust )
of Christopher Berkeley Dawson in the )
presence of: )
/s/ Christopher Berkeley Dawson
/s/ Edmund Probert
SIGNED by KERRY ANNE DAWSON )
and EDMUND PROBERT as trustees of the life )
interest trust of Kerry Anne Dawson in the )
presence of: )
/s/ Kelly Anne Dawson
/s/ Edmund Probert
SIGNED by CHRISTINA GABRIEL )
HUMPHRIES AND EDMUND PROBERT as trustees )
of the life interest trust of Christina )
Gabriel Humphries in the presence of: )
/s/ Christina Gabriel Humphries
/s/ Edmund Probert
________________________________________________________________________________
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SIGNED by HARRIET ESTER )
MERRYWEATHER and EDMUND PROBERT )
as trustees of the life )
interest trust of Harriet Ester )
Merryweather in the presence )
of: )
/s/ Harriet Ester Merryweather
/s/ Edmund Probert
SIGNED by JULIA JANE DAWSON and )
EDMUND PROBERT as trustees of )
the life interest trust of )
Julia Jane Dawson in the presence )
of: )
/s/ Julia Jane Dawson
/s/ Edmund Probert
SIGNED by PETER JOHN COUSINS in )
the presence of: )
/s/ Peter John Cousins
SIGNED by JENNIFER MARY ROSE )
COUSINS in the presence of: )
/s/ Jennifer Mary Rose Cousins
SIGNED by NICHOLAS ANTHONY )
COUSINS and PETER JOHN COUSINS )
as trustees of the life )
interest trust of Nicholas )
Anthony Cousins in the presence )
of: )
/s/ Nicholas Anthony Cousins
/s/ Peter John Cousins
SIGNED by LOUISA PHILLIPA )
COUSINS and PETER JOHN COUSINS )
as trustees of the life )
interest trust of Louisa )
Phillipa Cousins in the )
presence of: )
/s/ Louisa Phillipa Cousins
/s/ Peter John Cousins
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SIGNED by PETER JOHN COUSINS )
and JENNIFER MARY ROSE )
COUSINS as trustees of the )
life interest trust of Peter )
John Cousins in the presence )
of: )
/s/ Peter John Cousins
/s/ Jennifer Mary Rose Cousins
SIGNED by JENNIFER MARY ROSE )
COUSINS and PETER JOHN COUSINS )
as trustees for the life )
interest trust of Jennifer Mary )
Rose Cousins in the presence )
of: )
/s/ Jennifer Mary Rose Cousins
/s/ Peter John Cousins
SIGNED by LEONARD JOSEPH )
ALFIERI in the presence of: )
/s/ Leonard Joseph Alfieri
SIGNED by MARGARET JOSEFA )
ALFIERI in the presence of: )
/s/ Margaret Josefa Alfieri
SIGNED by LEONARD JOSEPH )
ALFIERI and MARGARET JOSEFA )
ALFIERI as Trustees of the LJ )
Alfieri Settlement for his Sons )
dated 30 June 1997 in the )
presence of: )
/s/ Leonard Joseph Alfieri
/s/ Margaret Josefa Alfieri
SIGNED by LEONARD JOSEPH )
ALFIERI and PETER JOHN COUSINS )
as trustees of the life )
interest trust of Margaret )
Josefa Alfieri in the presence )
of: )
/s/ Leonard Joseph Alfieri
/s/ Peter John Cousins
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SIGNED by MARGARET JOSEFA )
ALFIERI and PETER JOHN )
COUSINS as trustees of the life )
interest trust of Margaret Josefa )
Alfieri in the presence of: )
/s/ Margaret Josefa Alfieri
/s/ Peter John Cousins
SIGNED by )
for and on behalf of CHANNELL )
COMMERCIAL CORPORATION )
in the presence of: )
/s/ Gary Napolitano
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